Total Return Variable Account N-CSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-5448

TOTAL RETURN VARIABLE ACCOUNT

(Exact name of registrant as specified in charter)

500 Boylston Street, Boston, Massachusetts 02116

(Address of principal executive offices) (Zip code)

Susan S. Newton

Massachusetts Financial Services Company

500 Boylston Street

Boston, Massachusetts 02116

(Name and address of agents for service)

Registrant’s telephone number, including area code: (617) 954-5000

Date of fiscal year end: December 31

Date of reporting period: December 31, 2009

ITEM 1. REPORTS TO STOCKHOLDERS.

PROFESSIONALLY MANAGED COMBINATION

FIXED/VARIABLE ANNUITIES

FOR PERSONAL INVESTMENTS AND

QUALIFIED RETIREMENT PLANS

ANNUAL REPORT Ÿ December 31, 2009

Capital Appreciation Variable Account

Global Governments Variable Account

Government Securities Variable Account

High Yield Variable Account

Money Market Variable Account

Total Return Variable Account

Issued by

Sun Life Assurance Company of Canada (U.S.),

A Wholly Owned Subsidiary of

Sun Life of Canada (U.S.) Holdings, Inc.

Table of Contents

Letter from the CEO of MFS	1
Portfolio Composition	2
Market Environment	8
Portfolio of Investments	9
Statements of Assets and Liabilities	30
Statements of Operations	32
Statements of Changes in Net Assets	33
Financial Highlights	35
Notes to Financial Statements	47
Report of Independent Registered Public Accounting Firm	61
Managers and Officers	62
Board Review of Investment Advisory Agreements	66
MFS® Privacy Notice	69

Proxy Voting Policies and Information	Back Cover
Quarterly Portfolio Disclosure	Back Cover
Further Information	Back Cover

This report is prepared for the general information of contract owners. It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.

NOT FDIC INSURED                      MAY LOSE VALUE                      NO BANK GUARANTEE

Letter from the CEO of MFS

Dear Contract Owners:

There remains some question as to when the global economy will achieve a sustainable recovery. While some economists and market watchers are optimistic that the worst is behind us, a number also agree with U.S. Federal Reserve Board Chairman Ben Bernanke who said in September that “even though from a technical perspective the recession is very likely over at this point, it’s still going to feel like a very weak economy for some time.”

Have we in fact turned the corner? We have seen tremendous rallies in the markets over the past six months. The Fed has cut interest rates aggressively toward zero to support credit markets, global deleveraging has helped diminish inflationary concerns, and stimulus measures have put more money in the hands of the government and individuals to keep the economy moving. Still, unemployment remains high, consumer confidence and spending continue to waiver, and the housing market, while improving, has a long way to go to recover.

Regardless of lingering market uncertainties, MFS® is confident that the fundamental principles of long-term investing will always apply. We encourage investors to speak with their advisors to identify and research long-term investment opportunities thoroughly. Global research continues to be one of the hallmarks of MFS, along with a unique collaboration between our portfolio managers and sector analysts, who regularly discuss potential investments before making both buy and sell decisions.

As we continue to dig out from the worst financial crisis in decades, keep in mind that while the road back to sustainable recovery will be slow, gradual, and even bumpy at times, conditions are significantly better than they were six months ago.

Respectfully,

Robert J. Manning

Chief Executive Officer and Chief Investment Officer

MFS Investment Management®

February 16, 2010

The opinions expressed in this letter are subject to change, may not be relied upon for investment advice, and no forecasts can be guaranteed.

1

Portfolio Composition — Capital Appreciation Variable Account

Portfolio structure

Top ten holdings
Oracle Corp.	4.4%
Cisco Systems, Inc.	4.2%
Accenture Ltd., “A”	3.9%
MasterCard, Inc., “A”	3.8%
Google, Inc., “A”	3.5%
Procter & Gamble Co.	3.0%
Danaher Corp.	2.9%
PepsiCo, Inc.	2.8%
NIKE, Inc., “B”	2.6%
Medtronic, Inc.	2.4%

Equity sectors
Technology	21.7%
Health Care	20.7%
Consumer Staples	14.3%
Special Products & Services	14.0%
Financial Services	7.5%
Retailing	7.2%
Industrial Goods & Services	6.4%
Energy	2.6%
Leisure	2.2%
Basic Materials	2.0%

Percentages are based on net assets as of 12/31/09.

The portfolio is actively managed and current holdings may be different.

2

Portfolio Composition — Global Governments Variable Account

Portfolio structure (i)

Fixed income sectors (i)
Non-U.S. Government Bonds	67.0%
U.S. Treasury Securities	17.6%
Mortgage-Backed Securities	3.7%
U.S. Government Agencies	2.4%
Emerging Markets Bonds	1.7%
Commercial Mortgage-Backed Securities	1.5%
High Grade Corporates	0.8%
Credit quality of bonds (a)(r)
AAA	53.9%
AA	44.3%
A	0.5%
BBB	1.3%

Portfolio facts
Average Duration (d)(i)	6.2
Average Effective Maturity (i)(m)	7.9 yrs.
Average Credit Quality of Rated Securities (long-term) (a)	AA+
Country weightings (i)
United States	31.1%
Japan	21.5%
Italy	14.0%
Spain	5.7%
United Kingdom	5.5%
Germany	4.6%
Netherlands	3.8%
Ireland	3.3%
France	2.8%
Other Countries	7.7%

(a) The average credit quality of rated securities is a market weighted average (using a linear scale) of debt securities that either have long-term public ratings or are U.S. Government-Related Securities. U.S. Government-Related Securities consist of U.S. Treasury securities, and certain securities issued by certain U.S. Government agencies or U.S. Government-sponsored entities. U.S. Government-Related Securities are assigned a “AAA” rating. Each long-term rated security is assigned a rating in accordance with the following ratings hierarchy: If a security is rated by Moody’s, then that rating is used; if not rated by Moody’s, then a Standard & Poor’s rating is used; if not rated by S&P, then a Fitch rating is used. All securities that do not have a long-term public rating (with the exception of U.S. Government-Related Securities) are excluded from the average credit quality calculation. Also excluded from the calculation are convertible bonds, inverse floaters, currencies, futures, options, swaps, cash, and cash-equivalents. Average ratings are converted to the S&P scale and are subject to change.

(d) Duration is a measure of how much a bond’s price is likely to fluctuate with general changes in interest rates, e.g., if rates rise 1.00%, a bond with a 5-year duration is likely to lose about 5.00% of its value.

(i) For purposes of this presentation, the bond component includes accrued interest amounts and may be positively or negatively impacted by the equivalent exposure from any derivative holdings, if applicable.

(m) In determining an instrument’s effective maturity for purposes of calculating the fund’s dollar-weighted average effective maturity, MFS uses the instrument’s stated maturity or, if applicable, an earlier date on which MFS believes it is probable that a maturity-shortening device (such as a put, pre-refunding or prepayment) will cause the instrument to be repaid. Such an earlier date can be substantially shorter than the instrument’s stated maturity.

(r) Percentages are based on the total market value of investments as of 12/31/09.

Percentages are based on net assets as of 12/31/09, unless otherwise noted.

The portfolio is actively managed and current holdings may be different.

3

Portfolio Composition — Government Securities Variable Account

Portfolio structure (i)

Fixed income sectors (i)
Mortgage-Backed Securities	65.2%
U.S. Treasury Securities	16.3%
U.S. Government Agencies	12.4%
Municipal Bonds	4.2%
Commercial Mortgage-Backed Securities	1.3%
High Grade Corporates	0.2%

Credit quality of bonds (a)(r)
AAA	95.8%
AA	3.8%
Not Rated	0.4%
Portfolio facts
Average Duration (d)(i)	3.9
Average Effective Maturity (i)(m)	5.5 yrs.
Average Credit Quality of Rated Securities (long-term) (a)	AAA

(a) The average credit quality of rated securities is a market weighted average (using a linear scale) of debt securities that either have long-term public ratings or are U.S. Government-Related Securities. U.S. Government-Related Securities consist of U.S. Treasury securities, and certain securities issued by certain U.S. Government agencies or U.S. Government-sponsored entities. U.S. Government-Related Securities are assigned a “AAA” rating. Each long-term rated security is assigned a rating in accordance with the following ratings hierarchy: If a security is rated by Moody’s, then that rating is used; if not rated by Moody’s, then a Standard & Poor’s rating is used; if not rated by S&P, then a Fitch rating is used. All securities that do not have a long-term public rating (with the exception of U.S. Government-Related Securities) are excluded from the average credit quality calculation. Also excluded from the calculation are convertible bonds, inverse floaters, currencies, futures, options, swaps, cash, and cash-equivalents. Average ratings are converted to the S&P scale and are subject to change.

(d) Duration is a measure of how much a bond’s price is likely to fluctuate with general changes in interest rates, e.g., if rates rise 1.00%, a bond with a 5-year duration is likely to lose about 5.00% of its value.

(i) For purposes of this presentation, the bond component includes accrued interest amounts and may be positively or negatively impacted by the equivalent exposure from any derivative holdings, if applicable.

(m) In determining an instrument’s effective maturity for purposes of calculating the fund’s dollar-weighted average effective maturity, MFS uses the instrument’s stated maturity or, if applicable, an earlier date on which MFS believes it is probable that a maturity-shortening device (such as a put, pre-refunding or prepayment) will cause the instrument to be repaid. Such an earlier date can be substantially shorter than the instrument’s stated maturity.

(r) Percentages are based on the total market value of investments as of 12/31/09.

Percentages are based on net assets as of 12/31/09, unless otherwise noted.

The portfolio is actively managed and current holdings may be different.

4

Portfolio Composition — High Yield Variable Account

Portfolio structure (i)

Top five industries (i)
Energy-Independent	7.4%
Medical & Health Technology & Services	7.1%
Gaming & Lodging	6.4%
Utilities-Electric Power	5.7%
Broadcasting	5.0%

Credit quality of bonds (a)(r)
AAA	1.5%
AA	0.6%
BBB	2.4%
BB	25.7%
B	43.3%
CCC	19.0%
CC	2.5%
C	0.5%
D	1.1%
Not Rated	3.4%
Portfolio facts
Average Duration (d)(i)	3.8
Average Effective Maturity (i)(m)	5.6 yrs.
Average Credit Quality of Rated Securities (long-term) (a)	B

(a) The average credit quality of rated securities is a market weighted average (using a linear scale) of debt securities that either have long-term public ratings or are U.S. Government-Related Securities. U.S. Government-Related Securities consist of U.S. Treasury securities, and certain securities issued by certain U.S. Government agencies or U.S. Government-sponsored entities. U.S. Government-Related Securities are assigned a “AAA” rating. Each long-term rated security is assigned a rating in accordance with the following ratings hierarchy: If a security is rated by Moody’s, then that rating is used; if not rated by Moody’s, then a Standard & Poor’s rating is used; if not rated by S&P, then a Fitch rating is used. All securities that do not have a long-term public rating (with the exception of U.S. Government-Related Securities) are excluded from the average credit quality calculation. Also excluded from the calculation are convertible bonds, inverse floaters, currencies, futures, options, swaps, cash, and cash-equivalents. Average ratings are converted to the S&P scale and are subject to change.

(d) Duration is a measure of how much a bond’s price is likely to fluctuate with general changes in interest rates, e.g., if rates rise 1.00%, a bond with a 5-year duration is likely to lose about 5.00% of its value.

(i) For purposes of this presentation, the bond component includes accrued interest amounts and may be positively or negatively impacted by the equivalent exposure from any derivative holdings, if applicable.

(m) In determining an instrument’s effective maturity for purposes of calculating the fund’s dollar-weighted average effective maturity, MFS uses the instrument’s stated maturity or, if applicable, an earlier date on which MFS believes it is probable that a maturity-shortening device (such as a put, pre-refunding or prepayment) will cause the instrument to be repaid. Such an earlier date can be substantially shorter than the instrument’s stated maturity.

(o) Less than 0.1%.

(r) Percentages are based on the total market value of investments as of 12/31/09.

Percentages are based on net assets as of 12/31/09, unless otherwise noted.

The portfolio is actively managed and current holdings may be different.

5

Portfolio Composition — Money Market Variable Account

Portfolio structure (u)

Credit Quality:
All short-term securities are rated A-1 or higher (a)
Maturity breakdown (u)
0 - 7 days	36.1%
8 - 29 days	17.5%
30 - 59 days	10.5%
60 - 89 days	13.6%
90 - 366 days	22.4%
Other Assets Less Liabilities	(0.1)%

(a) Short-term debt securities’ credit quality is based on the short-term rating of its issuer. For repurchase agreements, the credit quality is based on the short-term rating of the counterparty with which we trade the repurchase agreement. Each short-term rated security is assigned a rating in accordance with the following ratings hierarchy: If the issuer is rated by Moody’s, than that rating is used; if not rated by Moody’s, then a Standard & Poor’s rating is used; it not rated by S&P, then a Fitch rating is used. Ratings are converted to the S&P scale and are subject to change.

(u) For purposes of this presentation, accrued interest, where applicable, is included.

From time to time “Other Assets Less Liabilities” may be negative due to timing of cash receipts.

Percentages are based on net assets as of 12/31/09, unless otherwise noted.

The portfolio is actively managed and current holdings may be different.

6

Portfolio Composition — Total Return Variable Account

Portfolio structure (i)

Top ten holdings (i)
Fannie Mae, 5.5%, 30 years	2.8%
JPMorgan Chase & Co.	2.0%
Lockheed Martin Corp.	1.9%
AT&T, Inc.	1.9%
Exxon Mobil Corp.	1.6%
Fannie Mae, 6.0%, 30 years	1.6%
Philip Morris International, Inc.	1.4%
Bank of New York Mellon Corp.	1.4%
Goldman Sachs Group, Inc.	1.4%
Fannie Mae, 5.0%, 30 years	1.3%

Equity sectors
Financial Services	12.1%
Energy	8.0%
Consumer Staples	6.9%
Utilities & Communications	6.7%
Health Care	6.2%
Industrial Goods & Services	5.7%
Retailing	3.7%
Technology	3.3%
Basic Materials	2.1%
Leisure	1.8%
Special Products & Services	1.4%
Autos & Housing	0.7%
Transportation	0.3%
Fixed income sectors (i)
Mortgage-Backed Securities	15.0%
High Grade Corporates	10.3%
U.S. Treasury Securities	9.7%
Commercial Mortgage-Backed Securities	2.3%
U.S. Government Agencies	0.8%
Non-U.S. Government Bonds	0.7%
Emerging Markets Bonds	0.4%
Asset-Backed Securities	0.3%
Municipal Bonds	0.3%
High Yield Corporates	0.3%
Residential Mortgage-Backed Securities (o)	0.0%

(i) For purposes of this presentation, the bond component includes accrued interest amounts and may be positively or negatively impacted by the equivalent exposure from any derivative holdings, if applicable.

(o) Less than 0.1%.

Percentages are based on net assets as of 12/31/09, unless otherwise noted.

The portfolio is actively managed and current holdings may be different.

7

Market Environment

After having suffered through one of the largest and most concentrated downturns since the 1930s, most asset markets staged a remarkable rebound during 2009. During the early stages of the period, the fallout from a series of tumultuous financial events pushed global equity and credit markets to their lowest points during the crisis. Not only did Europe and Japan fall into very deep recessions, but an increasingly powerful engine of global growth — emerging markets — also contracted almost across the board. The subsequent recovery in global activity has been similarly synchronized, led importantly by emerging Asian economies, but broadening to include most of the global economy to varying degrees. Primary drivers of the recovery included an unwinding of the inventory destocking that took place earlier, as well as massive fiscal and monetary stimulus.

During the first half of the reporting period, with the policy rate having been cut almost to 0%, the Fed continued to use its new lending facilities to alleviate ever-tightening credit markets. On the fiscal front, the U.S. Treasury designed and began implementing a massive fiscal stimulus package. As inflationary concerns diminished in the face of global deleveraging and equity and credit markets deteriorated more sharply, central banks around the world also cut interest rates dramatically. By the middle of the period, several central banks had approached their lower bound on policy rates and were examining the implementation and ramifications of quantitative easing as a means to further loosen monetary policy to offset the continuing fall in global economic activity.

However, by the end of the period, there were ever-broadening signs that the global macroeconomic deterioration had passed, which caused the subsequent rise in asset valuations. As most asset prices rebounded in the second half of the period and the demand for liquidity waned, the debate concerning the existence of asset bubbles and the need for monetary exit strategies had begun, creating added uncertainty regarding the forward path of policy rates.

8

Portfolio of Investments — December 31, 2009

Capital Appreciation Variable Account

Issuer		Shares/Par	Value ($)
COMMON STOCKS - 98.6%
Aerospace - 2.5%
Precision Castparts Corp.		4,110	$	453,538
United Technologies Corp.		40,840		2,834,704
			$	3,288,242
Alcoholic Beverages - 1.5%
Companhia de Bebidas das Americas, ADR		7,810	$	789,513
Diageo PLC		67,220		1,172,275
			$	1,961,788
Apparel Manufacturers - 3.7%
LVMH Moet Hennessy Louis Vuitton S.A.		13,110	$	1,473,061
NIKE, Inc., “B”		52,070		3,440,265
			$	4,913,326
Biotechnology - 1.4%
Genzyme Corp. (a)		38,630	$	1,893,256
Broadcasting - 0.9%
Grupo Televisa S.A., ADR		20,240	$	420,182
Omnicom Group, Inc.		18,200		712,530
			$	1,132,712
Brokerage & Asset Managers - 3.5%
Charles Schwab Corp.		136,000	$	2,559,520
CME Group, Inc.		5,980		2,008,981
			$	4,568,501
	��
Business Services - 14.0%
Accenture Ltd., “A”		123,820	$	5,138,530
Amdocs Ltd. (a)		18,460		526,664
Automatic Data Processing, Inc.		23,980		1,026,824
Dun & Bradstreet Corp.		37,110		3,130,971
Fidelity National Information Services, Inc.		40,130		940,647
MasterCard, Inc., “A”		19,560		5,006,969
Visa, Inc., “A”		7,340		641,956
Western Union Co.		112,700		2,124,395
			$	18,536,956
Cable TV - 0.7%
DIRECTV Group, Inc., “A” (a)		26,830	$	894,781
Chemicals - 0.9%
3M Co.		6,340	$	524,128
Monsanto Co.		8,430		689,153
			$	1,213,281
Computer Software - 4.4%
Oracle Corp.		239,550	$	5,878,557
Computer Software - Systems - 5.7%
Apple, Inc. (a)		11,630	$	2,452,302
EMC Corp. (a)		26,440		461,907
Hewlett-Packard Co.		52,070		2,682,126
International Business Machines Corp.		14,770		1,933,393
			$	7,529,728
Consumer Products - 7.0%
Church & Dwight Co., Inc.		36,860	$	2,228,187
Colgate-Palmolive Co.		37,170		3,053,516
Procter & Gamble Co.		65,000		3,940,950
			$	9,222,653
Electrical Equipment - 3.9%
Danaher Corp.		50,490	$	3,796,848
Rockwell Automation, Inc.		13,080		614,498
W.W. Grainger, Inc.		7,250		702,018
			$	5,113,364

Issuer	Shares/Par	Value ($)
COMMON STOCKS - continued
Electronics - 3.4%
National Semiconductor Corp.	126,710	$	1,946,266
Samsung Electronics Co. Ltd., GDR	3,725		1,284,405
Taiwan Semiconductor Manufacturing Co. Ltd., ADR	112,316		1,284,895
		$	4,515,566
Energy - Integrated - 1.5%
Chevron Corp.	14,810	$	1,140,222
Exxon Mobil Corp.	6,900		470,511
Hess Corp.	6,780		410,190
		$	2,020,923
Food & Beverages - 5.8%
Groupe Danone	23,430	$	1,426,870
Mead Johnson Nutrition Co., “A”	31,200		1,363,440
Nestle S.A.	24,891		1,209,274
PepsiCo, Inc.	61,570		3,743,456
		$	7,743,040
Food & Drug Stores - 1.7%
CVS Caremark Corp.	70,249	$	2,262,720
Gaming & Lodging - 0.6%
Starwood Hotels & Resorts Worldwide, Inc.	22,900	$	837,453
General Merchandise - 0.9%
Target Corp.	24,440	$	1,182,163
Insurance - 0.8%
Verisk Analytics, Inc., “A” (a)	34,900	$	1,056,772
Internet - 4.0%
eBay, Inc. (a)	28,410	$	668,771
Google, Inc., “A” (a)	7,430		4,606,451
		$	5,275,222
Major Banks - 3.2%
Bank of New York Mellon Corp.	59,774	$	1,671,879
State Street Corp.	59,720		2,600,209
		$	4,272,088
Medical & Health Technology & Services - 3.0%
Laboratory Corp. of America Holdings (a)	10,550	$	789,562
Medco Health Solutions, Inc. (a)	15,420		985,492
Patterson Cos., Inc. (a)	53,380		1,493,572
VCA Antech, Inc. (a)	27,570		687,044
		$	3,955,670
Medical Equipment - 11.8%
Becton, Dickinson & Co.	14,930	$	1,177,380
DENTSPLY International, Inc.	77,810		2,736,578
Medtronic, Inc.	72,110		3,171,398
St. Jude Medical, Inc. (a)	50,410		1,854,080
Synthes, Inc.	9,820		1,286,109
Thermo Fisher Scientific, Inc. (a)	65,680		3,132,279
Waters Corp. (a)	35,630		2,207,635
		$	15,565,459
Metals & Mining - 0.5%
BHP Billiton Ltd., ADR	9,480	$	725,978
Network & Telecom - 4.2%
Cisco Systems, Inc. (a)	233,280	$	5,584,723
Oil Services - 1.1%
Halliburton Co.	47,060	$	1,416,035
Pharmaceuticals - 4.5%
Abbott Laboratories	42,640	$	2,302,134
Allergan, Inc.	20,520		1,292,965
Johnson & Johnson	37,170		2,394,120
		$	5,989,219

9-CAVA

Portfolio of Investments — continued

Issuer	Shares/Par	Value ($)
COMMON STOCKS - continued
Specialty Chemicals - 0.6%
Praxair, Inc.	9,860	$	791,857
Specialty Stores - 0.9%
Staples, Inc.	50,980	$	1,253,598
Total Common Stocks (Identified Cost, $110,190,309)		$	130,595,631

Issuer	Shares/Par	Value ($)
MONEY MARKET FUNDS (v) - 0.8%
MFS Institutional Money Market Portfolio, 0.12%, at Cost and Net Asset Value	1,026,944	$	1,026,944
Total Investments (Identified Cost, $111,217,253)		$	131,622,575
OTHER ASSETS, LESS LIABILITIES - 0.6%			745,371
NET ASSETS - 100.0%		$	132,367,946

See portfolio footnotes and notes to financial statements.

10-CAVA

Portfolio of Investments — December 31, 2009

Global Governments Variable Account

Issuer	Shares/Par		Value ($)
BONDS - 93.3%
Foreign Bonds - 67.9%
Belgium - 2.0%
Kingdom of Belgium, 5.5%, 2017	EUR	95,000	$	155,206
Brazil - 0.4%
Petrobras International Finance Co., 7.875%, 2019	$	23,000	$	26,515
Canada - 2.0%
Bayview Commercial Asset Trust, FRN, 0.895%, 2023 (z)	CAD	30,000	$	20,981
Canada Housing Trust, 4.6%, 2011 (n)	CAD	57,000		57,401
Government of Canada, 4.5%, 2015	CAD	39,000		40,295
Government of Canada, 4.25%, 2018	CAD	20,000		20,178
Government of Canada, 5.75%, 2033	CAD	10,000		11,775
			$	150,630
Finland - 1.4%
Republic of Finland, 3.875%, 2017	EUR	72,000	$	107,224
France - 2.7%
Republic of France, 6%, 2025	EUR	77,000	$	134,673
Republic of France, 4.75%, 2035	EUR	48,000		74,059
			$	208,732
Germany - 4.4%
Federal Republic of Germany, 5%, 2011	EUR	31,000	$	47,004
Federal Republic of Germany, 3.75%, 2013	EUR	51,000		77,412
Federal Republic of Germany, 6.25%, 2030	EUR	116,000		212,290
			$	336,706
Ireland - 3.2%
Republic of Ireland, 4.6%, 2016	EUR	164,000	$	242,419
Italy - 13.8%
Republic of Italy, 4.75%, 2013	EUR	407,000	$	625,884
Republic of Italy, 5.25%, 2017	EUR	267,000		427,173
			$	1,053,057
Japan - 21.3%
Government of Japan, 1.3%, 2014	JPY	11,000,000	$	122,655
Government of Japan, 1.7%, 2017	JPY	80,550,000		917,737
Government of Japan, 2.1%, 2024	JPY	25,000,000		279,659
Government of Japan, 2.2%, 2027	JPY	20,000,000		221,900
Government of Japan, 2.4%, 2037	JPY	8,000,000		88,594
			$	1,630,545
Mexico - 0.4%
Pemex Project Funding Master Trust, 5.75%, 2018	$	27,000	$	27,300
Netherlands - 3.7%
Kingdom of Netherlands, 3.75%, 2014	EUR	142,000	$	214,614
Kingdom of Netherlands, 5.5%, 2028	EUR	42,000		70,016
			$	284,630
Peru - 0.5%
Republic of Peru, 7.125%, 2019	$	35,000	$	40,250
Poland - 0.4%
Republic of Poland, 6.375%, 2019	$	30,000	$	32,630

Issuer	Shares/Par		Value ($)
BONDS - continued
Foreign Bonds - continued
Spain - 5.7%
Kingdom of Spain, 5%, 2012	EUR	200,000	$	308,185
Kingdom of Spain, 4.6%, 2019	EUR	82,000		123,398
			$	431,583
Sweden - 0.5%
Kingdom of Sweden, 4.5%, 2015	SEK	250,000	$	38,036
United Kingdom - 5.5%
United Kingdom Treasury, 8%, 2015	GBP	95,000	$	193,135
United Kingdom Treasury, 8%, 2021	GBP	56,000		122,071
United Kingdom Treasury, 4.25%, 2036	GBP	66,000		103,069
			$	418,275
Total Foreign Bonds			$	5,183,738
U.S. Bonds - 25.4%
Asset Backed & Securitized - 1.2%
Commercial Mortgage Asset Trust, FRN, 0.85%, 2032 (i)(z)	$	948,674	$	25,850
Commercial Mortgage Pass-Through Certificates, FRN, 0.423%, 2017 (n)		59,000		55,147
First Union National Bank Commercial Mortgage Trust, FRN, 0.896%, 2043 (i)(n)		1,410,425		10,633
			$	91,630
Local Authorities - 0.8%
Metropolitan Transportation Authority, NY (Build America Bonds), 7.336%, 2039	$	20,000	$	22,284
University of California Rev. (Build America Bonds), 5.77%, 2043		15,000		14,552
Utah Transit Authority Sales Tax Rev. (Build America Bonds), “B”, 5.937%, 2039		25,000		25,163
			$	61,999
Mortgage Backed - 3.6%
Fannie Mae, 4.77%, 2012	$	37,965	$	39,909
Fannie Mae, 5.371%, 2013		23,766		25,380
Fannie Mae, 4.78%, 2015		23,361		24,431
Fannie Mae, 5.5%, 2015		9,000		9,749
Fannie Mae, 5.09%, 2016		25,000		26,350
Fannie Mae, 5.424%, 2016		23,622		25,423
Fannie Mae, 5.161%, 2018		24,249		25,777
Fannie Mae, 5.1%, 2019		10,917		11,388
Fannie Mae, 5.18%, 2019		10,918		11,446
Fannie Mae, 6.16%, 2019		10,133		11,100
Freddie Mac, 5.085%, 2019		10,000		10,346
Freddie Mac, 5%, 2025 - 2028		56,491		58,249
			$	279,548
U.S. Government Agencies and Equivalents - 2.4%
Aid-Egypt, 4.45%, 2015	$	49,000	$	51,407
Small Business Administration, 4.57%, 2025		33,339		34,408
Small Business Administration, 5.21%, 2026		90,495		94,836
			$	180,651
U.S. Treasury Obligations - 17.4%
U.S. Treasury Bonds, 4.75%, 2017	$	311,000	$	337,459
U.S. Treasury Bonds, 8%, 2021		104,000		141,619
U.S. Treasury Bonds, 6.875%, 2025		70,000		88,845
U.S. Treasury Notes, 4.75%, 2012		318,000		341,279

11-WGVA

Portfolio of Investments — continued

Issuer	Shares/Par		Value ($)
BONDS - continued
U.S. Bonds - continued
U.S. Treasury Obligations - continued
U.S. Treasury Notes, 4.125%, 2015		165,000	$	175,931
U.S. Treasury Notes, TIPS, 2%, 2016		230,906		243,841
			$	1,328,974
Total U.S. Bonds			$	1,942,802
Total Bonds (Identified Cost, $6,825,478)			$	7,126,540

Issuer	Shares/Par		Value ($)
MONEY MARKET FUNDS (v) - 5.8%
MFS Institutional Money Market Portfolio, 0.12%, at Cost and Net Asset Value		444,688	$	444,688
Total Investments (Identified Cost, $7,270,166)			$	7,571,228
OTHER ASSETS, LESS LIABILITIES - 0.9%				71,042
NET ASSETS - 100.0%			$	7,642,270

Derivative Contracts at 12/31/09

Forward Foreign Currency Exchange Contracts at 12/31/09

Type	Currency	Counterparty	Contracts to Deliver/ Receive	Settlement Date Range	In Exchange for	Contracts at Value	Net Unrealized Appreciation (Depreciation)
Asset Derivatives
SELL	AUD	Credit Suisse Group	18,000	1/13/10	$16,301	$16,155	$146
BUY	BRL	HSBC Bank	10,000	1/05/10	5,743	5,744	1
BUY	CAD	Credit Suisse Group	16,286	1/13/10 - 3/10/10	15,423	15,572	149
SELL	DKK	UBS AG	20,000	1/29/10	3,990	3,852	138
SELL	EUR	JPMorgan Chase Bank	69,986	3/15/10	102,244	100,319	1,925
SELL	EUR	Goldman Sachs International	9,000	1/13/10	13,473	12,902	571
SELL	EUR	Credit Suisse Group	2,000	1/13/10	2,976	2,867	109
SELL	EUR	UBS AG	334,893	3/15/10	489,279	480,034	9,245
SELL	EUR	Barclays Bank PLC	72,075	1/13/10 - 3/15/10	105,061	103,313	1,748
BUY	GBP	Deutsche Bank AG	3,779	1/13/10	6,003	6,104	101
BUY	GBP	Barclays Bank PLC	3,779	1/13/10	6,003	6,104	101
BUY	GBP	UBS AG	7,665	3/15/10	12,342	12,375	33
SELL	GBP	Barclays Bank PLC	10,000	1/13/10	16,632	16,151	481
SELL	GBP	Goldman Sachs International	3,000	1/13/10	4,885	4,845	40
SELL	JPY	HSBC Bank	855,000	1/13/10	9,520	9,181	339
SELL	JPY	Citibank N.A.	2,443,000	1/13/10	27,005	26,232	773
SELL	JPY	Barclays Bank PLC	13,116,502	1/13/10	149,334	140,839	8,495
SELL	JPY	Merrill Lynch International Bank	2,096,011	1/13/10	23,117	22,506	611
SELL	MXN	Barclays Bank PLC	201,000	1/19/10	15,576	15,340	236
SELL	NOK	Barclays Bank PLC	206,000	1/25/10	35,780	35,549	231
SELL	NOK	UBS AG	135,000	1/13/10	23,829	23,309	520
BUY	PHP	JPMorgan Chase Bank	563,000	1/07/10	12,149	12,175	26
SELL	SEK	Goldman Sachs International	59,000	1/28/10	8,300	8,247	53
							$26,072

12-WGVA

Portfolio of Investments — continued

Type	Currency	Counterparty	Contracts to Deliver/ Receive	Settlement Date Range	In Exchange for	Contracts at Value	Net Unrealized Appreciation (Depreciation)
Liability Derivatives
BUY	AUD	Citibank N.A.	11,000	2/25/10	$10,087	$9,829	$(258	)
BUY	AUD	UBS AG	54,965	2/25/10	50,417	49,116	(1,301	)
BUY	BRL	HSBC Bank	11,000	1/05/10	6,323	6,318	(5	)
BUY	BRL	Barclays Bank PLC	11,000	1/05/10	6,346	6,318	(28	)
SELL	BRL	Barclays Bank PLC	11,000	1/05/10	6,317	6,318	(1	)
SELL	BRL	HSBC Bank	21,000	1/05/10	11,949	12,062	(113	)
BUY	CAD	Barclays Bank PLC	17,000	1/13/10	16,526	16,255	(271	)
SELL	CAD	Barclays Bank PLC	22,000	1/13/10	20,756	21,036	(280	)
SELL	CAD	UBS AG	12,717	3/10/10	12,050	12,160	(110	)
BUY	DKK	UBS AG	283,472	1/29/10	56,301	54,594	(1,707	)
BUY	EUR	JPMorgan Chase Bank	110,107	1/13/10	161,856	157,843	(4,013	)
BUY	EUR	Citibank N.A.	11,000	1/13/10	16,385	15,769	(616	)
BUY	EUR	Barclays Bank PLC	38,000	1/13/10	56,566	54,475	(2,091	)
BUY	EUR	UBS AG	15,174	1/13/10	21,780	21,752	(28	)
SELL	EUR	UBS AG	8,000	3/15/10	11,412	11,467	(55	)
BUY	GBP	Barclays Bank PLC	30,889	1/13/10	51,540	49,890	(1,650	)
BUY	GBP	Citibank N.A.	6,000	1/13/10	10,071	9,691	(380	)
BUY	JPY	Goldman Sachs International	1,686,000	1/13/10	18,994	18,104	(890	)
BUY	JPY	Barclays Bank PLC	5,674,000	1/13/10	63,911	60,925	(2,986	)
BUY	JPY	HSBC Bank	4,908,000	1/13/10	54,699	52,700	(1,999	)
BUY	JPY	JPMorgan Chase Bank	67,547,376	1/13/10	751,850	725,293	(26,557	)
BUY	KRW	JPMorgan Chase Bank	18,169,000	2/11/10	15,605	15,585	(20	)
BUY	MXN	Citibank N.A.	202,000	1/19/10	15,940	15,416	(524	)
BUY	NOK	Citibank N.A.	341,903	1/25/10	61,104	59,002	(2,102	)
BUY	SEK	Citibank N.A.	78,000	1/28/10	11,478	10,903	(575	)
BUY	SEK	HSBC Bank	1,669	1/28/10	246	233	(12	)
							$(48,572	)

At December 31, 2009, the variable account had sufficient cash and/or securities to cover any commitments under these derivative contracts.

See portfolio footnotes and notes to financial statements.

13-WGVA

Portfolio of Investments — December 31, 2009

Government Securities Variable Account

Issuer	Shares/Par		Value ($)
BONDS - 95.3%
Agency - Other - 4.8%
Financing Corp., 9.4%, 2018	$	1,020,000	$	1,366,000
Financing Corp., 10.35%, 2018		500,000		704,201
Financing Corp., STRIPS, 0%, 2017		1,220,000		861,088
			$	2,931,289
Asset Backed & Securitized - 1.3%
Commercial Mortgage Pass-Through Certificates, 5.306%, 2046	$	424,864	$	362,608
JPMorgan Chase Commercial Mortgage Securities Corp., FRN, 5.818%, 2049		249,825		217,560
JPMorgan Chase Commercial Mortgage Securities Corp., FRN, 5.99%, 2051		242,098		237,280
			$	817,448
Local Authorities - 0.2%
University of California Rev. (Build America Bonds), 5.77%, 2043	$	125,000	$	121,265
Mortgage Backed - 64.9%
Fannie Mae, 5.503%, 2011	$	79,000	$	83,827
Fannie Mae, 6.088%, 2011		124,000		130,545
Fannie Mae, 4.73%, 2012		89,043		93,682
Fannie Mae, 4.79%, 2012 - 2015		1,030,686		1,077,867
Fannie Mae, 4.791%, 2012		40,585		42,636
Fannie Mae, 4.542%, 2013		52,946		55,532
Fannie Mae, 4.845%, 2013		245,885		259,757
Fannie Mae, 5%, 2013 - 2039		3,723,050		3,859,957
Fannie Mae, 5.06%, 2013		98,971		103,634
Fannie Mae, 5.098%, 2013		125,817		133,952
Fannie Mae, 4.6%, 2014		207,634		217,397
Fannie Mae, 4.61%, 2014		360,168		377,398
Fannie Mae, 4.77%, 2014		100,268		105,566
Fannie Mae, 4.84%, 2014		716,058		754,335
Fannie Mae, 4.872%, 2014		455,733		479,610
Fannie Mae, 5.1%, 2014 - 2015		194,310		207,149
Fannie Mae, 4.5%, 2015 - 2028		1,850,347		1,922,186
Fannie Mae, 4.56%, 2015		153,374		159,183
Fannie Mae, 4.62%, 2015		170,885		178,118
Fannie Mae, 4.665%, 2015		103,580		107,988
Fannie Mae, 4.7%, 2015		119,053		124,289
Fannie Mae, 4.74%, 2015		95,959		100,267
Fannie Mae, 4.81%, 2015		121,711		127,814
Fannie Mae, 4.815%, 2015		117,000		122,580
Fannie Mae, 4.82%, 2015		239,088		251,104
Fannie Mae, 4.89%, 2015		83,928		88,271
Fannie Mae, 4.921%, 2015		296,590		312,569
Fannie Mae, 5.466%, 2015		198,675		213,981
Fannie Mae, 6.5%, 2016 - 2037		1,166,966		1,260,207
Fannie Mae, 5.5%, 2017 - 2037		8,262,529		8,687,315
Fannie Mae, 6%, 2017 - 2037		2,534,512		2,694,528
Fannie Mae, 4.874%, 2019		241,766		254,601
Fannie Mae, 4.88%, 2020		76,397		79,946
Fannie Mae, 7.5%, 2022 - 2031		119,723		135,040
Freddie Mac, 4.375%, 2015		223,362		229,135
Freddie Mac, 5%, 2016 - 2039		2,203,854		2,284,622
Freddie Mac, 5.085%, 2019		312,000		322,806
Freddie Mac, 6%, 2019 - 2038		2,871,389		3,059,833
Freddie Mac, 4.5%, 2022 - 2026		702,443		720,230
Freddie Mac, 5.5%, 2022 - 2036		4,509,098		4,719,961
Freddie Mac, 6.5%, 2032 - 2037		424,448		458,036
Ginnie Mae, 5.5%, 2033 - 2038		1,884,618		1,983,419
Ginnie Mae, 5.612%, 2058		579,813		619,130
Ginnie Mae, 6.36%, 2058		337,545		363,217
			$	39,563,220

Issuer	Shares/Par		Value ($)
BONDS - continued
Municipals - 4.1%
California Educational Facilities Authority Rev. (Stanford University), “T-1”, 5%, 2039	$	670,000	$	759,653
Harris County, TX, “C”, FSA, 5.25%, 2027		125,000		144,954
Massachusetts Bay Transportation Authority, Sales Tax Rev., “A-1”, 5.25%, 2028		350,000		406,777
Massachusetts Health & Educational Facilities Authority Rev. (Boston College), 5.5%, 2027		250,000		291,523
Massachusetts Health & Educational Facilities Authority Rev. (Massachusetts Institute of Technology), “K”, 5.5%, 2032		245,000		299,165
Massachusetts Water Pollution Abatement Trust, 5.25%, 2033		115,000		135,053
Massachusetts Water Resources Authority Rev., “B”, FSA, 5.25%, 2035		440,000		482,724
			$	2,519,849
U.S. Government Agencies and Equivalents - 7.4%
Aid-Egypt, 4.45%, 2015	$	473,000	$	496,234
Empresa Energetica Cornito Ltd., 6.07%, 2010		482,000		490,180
Farmer Mac, 5.5%, 2011 (n)		690,000		728,596
Small Business Administration, 6.44%, 2021		304,856		328,607
Small Business Administration, 6.625%, 2021		387,427		419,196
Small Business Administration, 4.98%, 2023		182,837		189,570
Small Business Administration, 4.77%, 2024		400,576		416,614
Small Business Administration, 4.99%, 2024		192,497		200,796
Small Business Administration, 5.11%, 2025		242,972		253,916
U.S. Department of Housing & Urban Development, 6.36%, 2016		500,000		531,889
U.S. Department of Housing & Urban Development, 6.59%, 2016		430,000		431,406
			$	4,487,004
U.S. Treasury Obligations - 12.6%
U.S. Treasury Bonds, 9.25%, 2016	$	19,000	$	25,592
U.S. Treasury Bonds, 7.5%, 2016		218,000		274,731
U.S. Treasury Bonds, 7.875%, 2021		63,000		84,676
U.S. Treasury Bonds, 6.25%, 2023		16,000		19,110
U.S. Treasury Bonds, 6.75%, 2026		396,000		499,641
U.S. Treasury Bonds, 5.25%, 2029		1,469,000		1,591,570
U.S. Treasury Bonds, 4.375%, 2038		41,000		39,360
U.S. Treasury Notes, 4.75%, 2010		450,000		452,355
U.S. Treasury Notes, 1.125%, 2012		1,170,000		1,168,903
U.S. Treasury Notes, 4.125%, 2012		53,000		56,660
U.S. Treasury Notes, 4%, 2014		211,000		225,622
U.S. Treasury Notes, 2.625%, 2016		201,000		194,766
U.S. Treasury Notes, 3.75%, 2018 (f)		2,002,000		2,001,844
U.S. Treasury Notes, 6.375%, 2027		326,000		398,128
U.S. Treasury Notes, TIPS, 1.625%, 2015		635,131		660,536
			$	7,693,494
Total Bonds (Identified Cost, $55,932,869)			$	58,133,569

14-GSVA

Portfolio of Investments — continued

Issuer	Shares/Par	Value ($)
MONEY MARKET FUNDS (v) - 4.6%
MFS Institutional Money Market Portfolio, 0.12%, at Cost and Net Asset Value	2,776,082	$	2,776,082
Total Investments (Identified Cost, $58,708,951)		$	60,909,651
OTHER ASSETS, LESS LIABILITIES - 0.1%			82,462
NET ASSETS - 100.0%		$	60,992,113

Derivatives Contracts at 12/31/09

Futures Contracts Outstanding at 12/31/09

Description	Currency	Contracts	Value		Expiration Date	Unrealized Appreciation (Depreciation)
Asset Derivatives
Interest Rate Futures
U.S. Treasury Bond 30 yr (Short)	USD	2	$	230,750	Mar-10	$	9,884
Liability Derivatives
Interest Rate Futures
U.S. Treasury Note 5 yr (Long)	USD	18	$	2,058,891	Mar-10	$	(40,282	)
U.S. Treasury Note 10 yr (Long)	USD	3		346,359	Mar-10		(8,659	)
						$	(48,941	)

At December 31, 2009, the variable account had sufficient cash and/or other liquid securities to cover any commitments under these derivative contracts.

See Portfolio Footnotes and Notes to Financial Statements.

15-GSVA

Portfolio of Investments — December 31, 2009

High Yield Variable Account

Issuer	Shares/Par		Value ($)
BONDS - 89.1%
Aerospace - 0.9%
Bombardier, Inc., 6.3%, 2014 (n)	$	100,000	$	99,000
Hawker Beechcraft Acquisition Co. LLC, 8.5%, 2015		178,000		125,461
Spirit AeroSystems Holdings, Inc., 7.5%, 2017 (n)		55,000		54,175
Triumph Group, Inc., 8%, 2017 (z)		30,000		30,263
Vought Aircraft Industries, Inc., 8%, 2011		75,000		73,969
			$	382,868
Airlines - 1.8%
American Airlines Pass-Through Trust, 6.817%, 2011	$	160,000	$	153,600
AMR Corp., 7.858%, 2011		90,000		90,000
Continental Airlines, Inc., 7.339%, 2014		281,000		259,925
Continental Airlines, Inc., 6.9%, 2017		42,410		39,654
Continental Airlines, Inc., 6.748%, 2017		30,471		27,119
Delta Air Lines, Inc., 7.111%, 2011		120,000		121,050
Delta Air Lines, Inc., 7.711%, 2011		60,000		59,100
			$	750,448
Apparel Manufacturers - 0.3%
Hanes Brand, Inc., 8%, 2016	$	30,000	$	30,563
Levi Strauss & Co., 9.75%, 2015		80,000		84,000
			$	114,563
Asset Backed & Securitized - 2.7%
ARCap REIT, Inc., CDO, “H”, 6.08%, 2045 (z)	$	165,567	$	6,209
Banc of America Commercial Mortgage, Inc., 5.772%, 2051		315,434		223,927
Banc of America Commercial Mortgage, Inc., FRN, 5.811%, 2051		71,823		51,840
Citigroup Commercial Mortgage Trust, FRN, 5.7%, 2049		148,212		28,063
Credit Suisse Mortgage Capital Certificate, 5.343%, 2039		70,665		53,434
Crest Ltd., CDO, 7%, 2040		154,000		7,700
First Union National Bank Commercial Mortgage Trust, 6.75%, 2032		165,000		115,610
JPMorgan Chase Commercial Mortgage Securities Corp., FRN, 6.062%, 2051		110,000		34,273
Merrill Lynch Mortgage Trust, FRN, 5.828%, 2050		110,000		30,192
Merrill Lynch/Countrywide Commercial Mortgage Trust, 5.204%, 2049		242,759		175,014
Merrill Lynch/Countrywide Commercial Mortgage Trust, FRN, 5.748%, 2050		160,000		134,122
Merrill Lynch/Countrywide Commercial Mortgage Trust, FRN, 5.748%, 2050		62,000		44,911
Wachovia Bank Commercial Mortgage Trust, FRN, 5.752%, 2047		87,180		14,059
Wachovia Bank Commercial Mortgage Trust, FRN, 5.902%, 2051		240,129		168,427
Wachovia Credit, CDO, FRN, 1.6%, 2026 (z)		250,000		10,000
			$	1,097,781
Automotive - 3.2%
Accuride Corp., 8.5%, 2015 (d)	$	75,000	$	63,750
Allison Transmission, Inc., 11%, 2015 (n)		230,000		241,500
Allison Transmission, Inc., 11.25%, 2015 (n)(p)		90,100		94,155
FCE Bank PLC, 7.125%, 2012	EUR	200,000		280,976
Ford Motor Credit Co. LLC, 12%, 2015	$	359,000		416,306

Issuer	Shares/Par		Value ($)
BONDS - continued
Automotive - continued
Goodyear Tire & Rubber Co., 9%, 2015	$	195,000	$	202,800
Goodyear Tire & Rubber Co., 10.5%, 2016		30,000		33,150
			$	1,332,637
Basic Industry - 0.1%
TriMas Corp., 9.75%, 2017 (z)	$	20,000	$	19,625
Broadcasting - 4.2%
Allbritton Communications Co., 7.75%, 2012	$	188,000	$	184,945
Bonten Media Acquisition Co., 9%, 2015 (p)(z)		148,483		53,902
CanWest MediaWorks LP, 9.25%, 2015 (d)(n)		160,000		23,800
Intelsat Jackson Holdings Ltd., 9.5%, 2016		235,000		251,450
Lamar Media Corp., 6.625%, 2015		120,000		116,400
Lamar Media Corp., “C”, 6.625%, 2015		115,000		110,400
LBI Media, Inc., 8.5%, 2017 (z)		100,000		83,000
LIN TV Corp., 6.5%, 2013		145,000		139,925
Local TV Finance LLC, 10%, 2015 (p)(z)		264,600		112,235
Newport Television LLC, 13%, 2017 (n)(p)		229,187		91,412
Nexstar Broadcasting Group, Inc., 0.5% to 2011, 7% to 2014 (n)(p)		201,484		150,892
Nexstar Broadcasting Group, Inc., 7%, 2014		67,000		50,334
Salem Communications Corp., 9.625%, 2016 (n)		40,000		41,900
Sinclair Broadcast Group, Inc., 9.25%, 2017 (n)		65,000		67,600
Univision Communications, Inc., 12%, 2014 (n)		65,000		71,581
Univision Communications, Inc., 10.5%, 2015 (n)(p)		226,012		190,726
Young Broadcasting, Inc., 8.75%, 2014 (d)		80,000		280
			$	1,740,782
Brokerage & Asset Managers - 0.8%
Janus Capital Group, Inc., 6.95%, 2017	$	220,000	$	207,362
Nuveen Investments, Inc., 10.5%, 2015		135,000		122,513
			$	329,875
Building - 2.2%
Associated Materials, Inc., 11.25%, 2014	$	120,000	$	115,800
Building Materials Corp. of America, 7.75%, 2014		140,000		138,600
Cemex Finance Europe BV, 9.625%, 2017 (z)	EUR	75,000		111,387
Norcraft Cos., LP, 10.5%, 2015 (z)	$	45,000		46,125
Nortek, Inc., 11%, 2013		210,933		220,425
Owens Corning, 9%, 2019		125,000		139,397
Ply Gem Industries, Inc., 11.75%, 2013		125,000		125,000
USG Corp., 9.75%, 2014 (n)		20,000		21,350
			$	918,084
Business Services - 2.6%
First Data Corp., 9.875%, 2015	$	310,000	$	289,075
First Data Corp., 11.25%, 2016		190,000		162,450
Iron Mountain, Inc., 6.625%, 2016		145,000		142,100
Iron Mountain, Inc., 8.375%, 2021		70,000		72,275
SunGard Data Systems, Inc., 9.125%, 2013		120,000		123,000

16-HYVA

Portfolio of Investments — continued

Issuer	Shares/Par		Value ($)
BONDS - continued
Business Services - continued
SunGard Data Systems, Inc., 10.25%, 2015	$	196,000	$	208,740
Terremark Worldwide, Inc., 12%, 2017 (n)		45,000		49,725
			$	1,047,365
Cable TV - 3.7%
CCO Holdings LLC, 8.75%, 2013	$	385,000	$	395,106
Charter Communications, Inc., 8.375%, 2014 (n)		115,000		118,163
Charter Communications, Inc., 10.875%, 2014 (n)		135,000		151,200
CSC Holdings, Inc., 6.75%, 2012		37,000		38,203
CSC Holdings, Inc., 8.5%, 2014 (n)		190,000		202,350
DIRECTV Holdings LLC, 7.625%, 2016		120,000		131,100
Mediacom LLC, 9.125%, 2019 (n)		65,000		66,300
Videotron LTEE, 6.875%, 2014		85,000		85,425
Virgin Media Finance PLC, 9.125%, 2016		228,000		240,255
Virgin Media Finance PLC, 9.5%, 2016		100,000		107,375
			$	1,535,477
Chemicals - 2.9%
Ashland, Inc., 9.125%, 2017 (n)	$	245,000	$	268,888
Hexion Specialty Chemicals, Inc., 9.75%, 2014		50,000		49,000
Huntsman International LLC, 5.5%, 2016 (n)		95,000		84,313
Innophos Holdings, Inc., 8.875%, 2014		205,000		208,075
Lumena Resources Corp., 12%, 2014 (n)		205,000		178,800
Momentive Performance Materials, Inc., 12.5%, 2014 (n)		153,000		168,300
Momentive Performance Materials, Inc., 11.5%, 2016		85,000		75,225
Nalco Co., 8.875%, 2013		105,000		108,150
NOVA Chemicals Corp., 8.375%, 2016 (n)		55,000		55,825
			$	1,196,576
Computer Software - Systems - 0.2%
DuPont Fabros Technology, Inc., 8.5%, 2017 (z)	$	70,000	$	71,138
Construction - 0.2%
Lennar Corp., 12.25%, 2017	$	65,000	$	78,325
Consumer Products - 0.8%
ACCO Brands Corp., 10.625%, 2015 (n)	$	15,000	$	16,500
ACCO Brands Corp., 7.625%, 2015		60,000		55,800
Jarden Corp., 7.5%, 2017		150,000		149,625
Visant Holding Corp., 8.75%, 2013		95,000		97,613
			$	319,538
Consumer Services - 1.9%
Corrections Corp. of America, 6.25%, 2013	$	120,000	$	120,600
KAR Holdings, Inc., 10%, 2015		115,000		123,050
KAR Holdings, Inc., FRN, 4.28%, 2014		85,000		79,263
Service Corp. International, 7.375%, 2014		110,000		110,550
Service Corp. International, 7%, 2017		190,000		184,300
Ticketmaster Entertainment, Inc., 10.75%, 2016		160,000		172,400
			$	790,163

Issuer	Shares/Par		Value ($)
BONDS - continued
Containers - 1.7%
Crown Americas LLC, 7.625%, 2013	$	60,000	$	61,950
Graham Packaging Holdings Co., 9.875%, 2014		220,000		224,400
Greif, Inc., 6.75%, 2017		165,000		161,700
Owens-Brockway Glass Container, Inc., 8.25%, 2013		95,000		97,613
Owens-Illinois, Inc., 7.375%, 2016		60,000		61,950
Reynolds Group, 7.75%, 2016 (n)		100,000		102,250
			$	709,863
Defense Electronics - 0.4%
L-3 Communications Corp., 6.125%, 2014	$	145,000	$	145,906
Electronics - 1.1%
Avago Technologies Ltd., 11.875%, 2015	$	115,000	$	126,644
Flextronics International Ltd., 6.25%, 2014		49,000		48,265
Freescale Semiconductor, Inc., 8.875%, 2014		160,000		146,800
Jabil Circuit, Inc., 7.75%, 2016		120,000		126,000
			$	447,709
Emerging Market Sovereign - 0.1%
Republic of Argentina, FRN, 0.943%, 2012	$	57,263	$	52,374
Energy - Independent - 7.3%
Chaparral Energy, Inc., 8.875%, 2017	$	170,000	$	150,025
Chesapeake Energy Corp., 7%, 2014		87,000		88,088
Chesapeake Energy Corp., 9.5%, 2015		50,000		54,875
Chesapeake Energy Corp., 6.375%, 2015		210,000		205,800
Forest Oil Corp., 8.5%, 2014 (n)		30,000		31,350
Forest Oil Corp., 7.25%, 2019		120,000		118,500
Hilcorp Energy I LP, 9%, 2016 (n)		225,000		228,375
Mariner Energy, Inc., 8%, 2017		130,000		124,800
McMoRan Exploration Co., 11.875%, 2014		75,000		76,875
Newfield Exploration Co., 6.625%, 2014		125,000		126,250
OPTI Canada, Inc., 8.25%, 2014		145,000		119,444
Penn Virginia Corp., 10.375%, 2016		225,000		245,250
Petrohawk Energy Corp., 10.5%, 2014		65,000		71,013
Pioneer Natural Resource Co., 6.875%, 2018		130,000		128,625
Pioneer Natural Resource Co., 7.5%, 2020		85,000		85,039
Plains Exploration & Production Co., 7%, 2017		290,000		284,925
Quicksilver Resources, Inc., 8.25%, 2015		205,000		210,125
Range Resources Corp., 8%, 2019		185,000		197,950
SandRidge Energy, Inc., 9.875%, 2016 (n)		45,000		47,363
SandRidge Energy, Inc., 8%, 2018 (n)		260,000		255,450
Southwestern Energy Co., 7.5%, 2018		130,000		137,800
Swift Energy Co., 8.875%, 2020		20,000		20,500
			$	3,008,422
Entertainment - 0.9%
AMC Entertainment, Inc., 11%, 2016	$	150,000	$	156,750
AMC Entertainment, Inc., 8.75%, 2019		120,000		122,400
Cinemark USA, Inc., 8.625%, 2019 (n)		95,000		98,800
			$	377,950

17-HYVA

Portfolio of Investments — continued

Issuer	Shares/Par		Value ($)
BONDS - continued
Financial Institutions - 2.5%
CIT Group, Inc., 7%, 2017	$	80,000	$	69,400
GMAC LLC, 6.875%, 2011 (n)		351,000		345,735
GMAC LLC, 7%, 2012 (n)		90,000		88,650
GMAC LLC, 6.75%, 2014 (n)		285,000		270,750
GMAC LLC, 8%, 2031 (n)		35,000		31,500
International Lease Finance Corp., 5.625%, 2013		275,000		215,713
			$	1,021,748
Food & Beverages - 2.2%
ARAMARK Corp., 8.5%, 2015	$	115,000	$	118,450
B&G Foods, Inc., 8%, 2011		175,000		178,063
Dean Foods Co., 7%, 2016		155,000		151,900
Del Monte Foods Co., 6.75%, 2015		185,000		188,700
Michael Foods, Inc., 8%, 2013		175,000		179,156
Pinnacle Foods Finance LLC, 9.25%, 2015		95,000		96,425
			$	912,694
Forest & Paper Products - 1.9%
Buckeye Technologies, Inc., 8.5%, 2013	$	149,000	$	152,166
Cascades, Inc., 7.75%, 2017 (z)		40,000		40,400
Georgia-Pacific Corp., 7.125%, 2017 (n)		65,000		65,813
Georgia-Pacific Corp., 8%, 2024		75,000		76,500
Graphic Packaging International Corp., 9.5%, 2013		120,000		123,900
Jefferson Smurfit Corp., 8.25%, 2012 (d)		50,000		44,000
JSG Funding PLC, 7.75%, 2015		35,000		33,644
Millar Western Forest Products Ltd., 7.75%, 2013		245,000		178,850
Smurfit Kappa Group PLC, 7.75%, 2019 (n)	EUR	50,000		70,544
			$	785,817
Gaming & Lodging - 5.6%
Ameristar Casinos, Inc., 9.25%, 2014 (n)	$	65,000	$	67,438
Boyd Gaming Corp., 6.75%, 2014		210,000		189,263
Firekeepers Development Authority, 13.875%, 2015 (n)		75,000		85,125
Fontainebleau Las Vegas Holdings LLC, 10.25%, 2015 (d)(n)		180,000		1,800
Harrah’s Operating Co., Inc., 11.25%, 2017 (n)		100,000		104,625
Harrah’s Operating Co., Inc., 10%, 2018 (n)		308,000		247,170
Harrah’s Operating Co., Inc., 10%, 2018 (n)		55,000		44,138
Host Hotels & Resorts, Inc., 7.125%, 2013		70,000		71,138
Host Hotels & Resorts, Inc., 6.75%, 2016		175,000		174,125
Host Hotels & Resorts, Inc., 9%, 2017 (n)		30,000		32,438
MGM Mirage, 6.75%, 2013		5,000		4,313
MGM Mirage, 10.375%, 2014 (n)		20,000		21,700
MGM Mirage, 7.5%, 2016		225,000		175,500
MGM Mirage, 11.125%, 2017 (n)		60,000		66,450
MGM Mirage, 11.375%, 2018 (n)		125,000		111,875
Penn National Gaming, Inc., 8.75%, 2019 (n)		125,000		127,813

Issuer	Shares/Par		Value ($)
BONDS - continued
Gaming & Lodging - continued
Pinnacle Entertainment, Inc., 7.5%, 2015	$	310,000	$	285,200
Royal Caribbean Cruises Ltd., 7%, 2013		105,000		104,738
Royal Caribbean Cruises Ltd., 11.875%, 2015		90,000		104,063
Starwood Hotels & Resorts Worldwide, Inc., 6.75%, 2018		65,000		65,163
Station Casinos, Inc., 6%, 2012 (d)		200,000		30,250
Station Casinos, Inc., 6.5%, 2014 (d)		330,000		1,650
Station Casinos, Inc., 6.875%, 2016 (d)		380,000		1,900
Station Casinos, Inc., 7.75%, 2016 (d)		70,000		10,938
Wyndham Worldwide Corp., 6%, 2016		175,000		163,029
			$	2,291,842
Industrial - 1.1%
Altra Holdings, Inc., 8.125%, 2016 (z)	$	85,000	$	87,231
Aquilex Corp., 11.125%, 2016 (z)		30,000		29,925
Baldor Electric Co., 8.625%, 2017		160,000		163,600
Great Lakes Dredge & Dock Corp., 7.75%, 2013		100,000		99,500
Johnsondiversey Holdings, Inc., 8.25%, 2019 (n)		80,000		81,000
			$	461,256
Insurance - 0.3%
ING Groep N.V., 5.775% to 2015, FRN to 2049	$	160,000	$	118,191
Insurance - Property & Casualty - 0.7%
Liberty Mutual Group, Inc., 10.75% to 2038, FRN to 2058 (n)	$	150,000	$	159,000
USI Holdings Corp., 9.75%, 2015 (z)		160,000		145,800
			$	304,800
Machinery & Tools - 0.7%
Case New Holland, Inc., 7.125%, 2014	$	130,000	$	131,950
Rental Service Corp., 9.5%, 2014		160,000		160,200
			$	292,150
Major Banks - 1.4%
Bank of America Corp., 8% to 2018, FRN to 2049	$	290,000	$	279,195
JPMorgan Chase & Co., 7.9% to 2018, FRN to 2049		305,000		314,595
			$	593,790
Medical & Health Technology & Services - 7.0%
Biomet, Inc., 10%, 2017	$	170,000	$	184,663
Community Health Systems, Inc., 8.875%, 2015		340,000		351,900
Cooper Cos., Inc., 7.125%, 2015		130,000		126,425
DaVita, Inc., 6.625%, 2013		74,000		74,185
DaVita, Inc., 7.25%, 2015		105,000		105,263
Fresenius Medical Care AG & Co. KGaA, 9%, 2015 (n)		125,000		137,500
HCA, Inc., 6.375%, 2015		275,000		259,531
HCA, Inc., 9.25%, 2016		485,000		520,769
HCA, Inc., 8.5%, 2019 (n)		105,000		113,138
HealthSouth Corp., 8.125%, 2020		120,000		118,200
Psychiatric Solutions, Inc., 7.75%, 2015		70,000		67,725
Psychiatric Solutions, Inc., 7.75%, 2015 (n)		50,000		47,125
Tenet Healthcare Corp., 9.25%, 2015		85,000		90,525
U.S. Oncology, Inc., 10.75%, 2014		175,000		183,750
United Surgical Partners International, Inc., 8.875%, 2017		10,000		10,300

18-HYVA

Portfolio of Investments — continued

Issuer	Shares/Par		Value ($)
BONDS - continued
Medical & Health Technology & Services - continued
United Surgical Partners International, Inc., 9.25%, 2017 (p)	$	60,000	$	61,200
Universal Hospital Services, Inc., 8.5%, 2015 (p)		155,000		152,675
Universal Hospital Services, Inc., FRN, 3.859%, 2015		45,000		37,913
VWR Funding, Inc., 11.25%, 2015 (p)		220,000		217,044
			$	2,859,831
Metals & Mining - 3.0%
Arch Western Finance LLC, 6.75%, 2013	$	175,000	$	173,688
Cloud Peak Energy, Inc., 8.25%, 2017 (n)		100,000		100,000
Cloud Peak Energy, Inc., 8.5%, 2019 (n)		100,000		102,000
FMG Finance Ltd., 10.625%, 2016 (n)		175,000		193,594
Freeport-McMoRan Copper & Gold, Inc., 8.375%, 2017		280,000		306,600
Freeport-McMoRan Copper & Gold, Inc., FRN, 3.881%, 2015		85,000		84,522
Peabody Energy Corp., 5.875%, 2016		80,000		78,000
Peabody Energy Corp., 7.375%, 2016		200,000		206,250
			$	1,244,654
Natural Gas - Distribution - 0.8%
AmeriGas Partners LP, 7.125%, 2016	$	180,000	$	180,000
Inergy LP, 6.875%, 2014		160,000		158,000
			$	338,000
Natural Gas - Pipeline - 1.8%
Atlas Pipeline Partners LP, 8.125%, 2015	$	160,000	$	141,600
Atlas Pipeline Partners LP, 8.75%, 2018		140,000		123,900
Deutsche Bank (El Paso Performance-Linked Trust, CLN), 7.75%, 2011 (n)		185,000		189,655
MarkWest Energy Partners LP, 6.875%, 2014		120,000		113,400
MarkWest Energy Partners LP, 8.75%, 2018		30,000		30,900
Williams Partners LP, 7.25%, 2017		155,000		156,580
			$	756,035
Network & Telecom - 2.9%
Cincinnati Bell, Inc., 8.375%, 2014	$	265,000	$	269,638
Nordic Telephone Co. Holdings, 8.875%, 2016 (n)		205,000		216,788
Qwest Communications International, Inc., 7.25%, 2011		105,000		106,575
Qwest Communications International, Inc., 8%, 2015 (n)		55,000		56,513
Qwest Corp., 7.875%, 2011		95,000		99,513
Qwest Corp., 8.875%, 2012		170,000		182,750
Qwest Corp., 8.375%, 2016		61,000		65,423
Windstream Corp., 8.625%, 2016		185,000		188,238
			$	1,185,438
Oil Services - 0.3%
Allis-Chalmers Energy, Inc., 8.5%, 2017	$	65,000	$	56,225
Basic Energy Services, Inc., 7.125%, 2016		50,000		41,625
Trico Shipping A.S., 11.875%, 2014 (n)		35,000		36,444
			$	134,294

Issuer	Shares/Par		Value ($)
BONDS - continued
Oils - 0.4%
Holly Corp., 9.875%, 2017 (n)	$	40,000	$	42,100
Petroplus Holdings AG, 9.375%, 2019 (n)		100,000		99,500
			$	141,600
Precious Metals & Minerals - 0.6%
Teck Resources Ltd., 9.75%, 2014	$	60,000	$	69,225
Teck Resources Ltd., 10.25%, 2016		35,000		40,775
Teck Resources Ltd., 10.75%, 2019		120,000		143,400
			$	253,400
Printing & Publishing - 1.3%
American Media Operations, Inc., 9%, 2013 (p)(z)	$	13,217	$	8,244
American Media Operations, Inc., 14%, 2013 (p)(z)		141,300		86,860
Dex Media West LLC, 9.875%, 2013 (d)		150,000		47,250
Nielsen Finance LLC, 10%, 2014		220,000		229,350
Nielsen Finance LLC, 11.5%, 2016		100,000		111,750
Nielsen Finance LLC, 0% to 2011, 12.5% to 2016		28,000		25,550
Tribune Co., 5.25%, 2015 (d)		130,000		31,850
			$	540,854
Railroad & Shipping - 0.5%
Kansas City Southern Railway, 8%, 2015	$	80,000	$	82,900
TFM S.A. de C.V., 9.375%, 2012		115,000		119,313
			$	202,213
Real Estate - 0.1%
CB Richard Ellis Group, Inc., 11.625%, 2017	$	45,000	$	49,950
Retailers - 2.8%
Couche-Tard, Inc., 7.5%, 2013	$	55,000	$	55,963
Dollar General Corp., 11.875%, 2017 (p)		62,000		71,610
Limited Brands, Inc., 5.25%, 2014		120,000		115,800
Macy’s Retail Holdings, Inc., 5.35%, 2012		55,000		56,169
Macy’s Retail Holdings, Inc., 5.75%, 2014		175,000		175,438
Neiman Marcus Group, Inc., 10.375%, 2015		155,000		151,900
Sally Beauty Holdings, Inc., 10.5%, 2016		145,000		155,875
Toys “R” Us, Inc., 7.625%, 2011		50,000		50,813
Toys “R” Us, Inc., 10.75%, 2017 (n)		215,000		235,425
Toys “R” Us, Inc., 8.5%, 2017 (n)		75,000		76,313
			$	1,145,306
Specialty Stores - 0.4%
Payless ShoeSource, Inc., 8.25%, 2013	$	142,000	$	144,130
Supermarkets - 0.2%
SUPERVALU, Inc., 8%, 2016	$	85,000	$	86,275
Telecommunications - Wireless - 3.8%
Cricket Communications, Inc., 7.75%, 2016	$	95,000	$	94,763
Crown Castle International Corp., 9%, 2015		115,000		122,475
Crown Castle International Corp., 7.75%, 2017 (n)		60,000		63,900
Crown Castle International Corp., 7.125%, 2019		190,000		188,100
Digicel Group Ltd., 8.25%, 2017 (n)		135,000		131,625

19-HYVA

Portfolio of Investments — continued

Issuer	Shares/Par		Value ($)
BONDS - continued
Telecommunications - Wireless - continued
Nextel Communications, Inc., 6.875%, 2013	$	125,000	$	121,250
NII Holdings, Inc., 10%, 2016 (n)		115,000		120,463
SBA Communications Corp., 8%, 2016 (n)		40,000		41,800
SBA Communications Corp., 8.25%, 2019 (n)		35,000		37,100
Sprint Nextel Corp., 8.375%, 2012		155,000		160,425
Sprint Nextel Corp., 8.375%, 2017		50,000		51,000
Sprint Nextel Corp., 8.75%, 2032		155,000		146,088
Wind Acquisition Finance S.A., 12%, 2015 (n)		250,000		267,500
			$	1,546,489
Telephone Services - 0.5%
Frontier Communications Corp., 8.25%, 2014	$	115,000	$	119,888
Frontier Communications Corp., 8.125%, 2018		80,000		81,000
			$	200,888
Tobacco - 0.3%
Alliance One International, Inc., 10%, 2016 (n)	$	105,000	$	110,250
Transportation - Services - 1.1%
Commercial Barge Line Co., 12.5%, 2017 (n)	$	140,000	$	145,600
Hertz Corp., 8.875%, 2014		175,000		178,938
Navios Maritime Holdings, Inc., 8.875%, 2017 (z)		130,000		135,038
			$	459,576
Utilities - Electric Power - 4.9%
AES Corp., 8%, 2017	$	285,000	$	292,481
Calpine Corp., 8%, 2016 (n)		130,000		133,900
Dynegy Holdings, Inc., 7.5%, 2015 (z)		85,000		78,200
Dynegy Holdings, Inc., 7.5%, 2015		125,000		116,875
Dynegy Holdings, Inc., 7.75%, 2019		75,000		65,063
Edison Mission Energy, 7%, 2017		245,000		193,550
Mirant North America LLC, 7.375%, 2013		105,000		103,819
NRG Energy, Inc., 7.375%, 2016		510,000		510,638
RRI Energy, Inc., 7.875%, 2017		115,000		112,988
Texas Competitive Electric Holdings LLC, 10.25%, 2015		490,000		396,900
			$	2,004,414
Total Bonds (Identified Cost, $36,540,603)			$	36,653,354
FLOATING RATE LOANS (g)(r) - 5.2%
Aerospace - 0.2%
Hawker Beechcraft Acquisition Co. LLC, Term Loan, 10.5%, 2014	$	78,054	$	73,631
Automotive - 1.5%
Accuride Corp., Term Loan, 9.25%, 2013	$	23,379	$	23,296
Federal-Mogul Corp., Term Loan B, 2.16%, 2014		185,060		154,988
Ford Motor Co., Term Loan, 3.28%, 2013 (o)		488,485		450,627
			$	628,911
Broadcasting - 0.7%
Gray Television, Inc., Term Loan B, 3.79%, 2014	$	88,083	$	76,265

Issuer	Shares/Par		Value ($)
FLOATING RATE LOANS (g)(r) - continued
Broadcasting - continued
Local TV Finance LLC, Term Loan B, 2.26%, 2013	$	11,816	$	9,851
Young Broadcasting, Inc., Incremental Term Loan, 4.75%, 2012 (d)		66,825		49,150
Young Broadcasting, Inc., Term Loan, 4.75%, 2012 (d)		181,154		133,239
			$	268,505
Building - 0.1%
Building Materials Holding Corp., Term Loan, 3%, 2014	$	25,853	$	23,865
Chemicals - 0.7%
LyondellBasell, DIP Term Loan, 9.16%, 2010 (q)	$	29,252	$	30,422
LyondellBasell, DIP Term Loan B-3, 5.79%, 2010		29,195		30,144
LyondellBasell, Dutch Tranche Revolving Credit Loan, 3.73%, 2014		5,028		3,710
LyondellBasell, Dutch Tranche Term Loan, 3.73%, 2014		11,382		8,398
LyondellBasell, German Tranche Term Loan B-1, 3.98%, 2014		14,436		10,651
LyondellBasell, German Tranche Term Loan B-2, 3.98%, 2014		14,435		10,651
LyondellBasell, German Tranche Term Loan B-3, 3.98%, 2014		14,436		10,651
LyondellBasell, U.S. Tranche Revolving Credit Loan, 3.73%, 2014		18,856		13,913
LyondellBasell, U.S. Tranche Term Loan, 3.73%, 2014		35,926		26,508
LyondellBasell, U.S. Tranche Term Loan B-1, 7%, 2014		62,640		46,220
LyondellBasell, U.S. Tranche Term Loan B-2, 7%, 2014		62,640		46,220
LyondellBasell, U.S. Tranche Term Loan B-3, 7%, 2014		62,640		46,220
			$	283,708
Gaming & Lodging - 0.5%
Green Valley Ranch Gaming LLC, Second Lien Term Loan, 3.5%, 2014	$	248,868	$	37,330
MGM Mirage, Term Loan B, 6%, 2011 (o)		110,387		102,660
Motorcity Casino, Term Loan B, 8.5%, 2012		84,744		82,413
			$	222,403
Printing & Publishing - 0.4%
Tribune Co., Incremental Term Loan B, 5.25%, 2014 (d)	$	285,110	$	145,525
Specialty Stores - 0.4%
Michaels Stores, Inc., Term Loan B1, 2.56%, 2013	$	78,095	$	70,310
Michaels Stores, Inc., Term Loan B2, 4.81%, 2016		102,974		96,722
			$	167,032
Utilities - Electric Power - 0.7%
Calpine Corp., DIP Term Loan, 3.13%, 2014	$	91,833	$	86,737
Texas Competitive Electric Holdings Co. LLC, Term Loan B-3, 3.73%, 2014		264,942		213,411
			$	300,148
Total Floating Rate Loans (Identified Cost, $2,224,920)			$	2,113,728

20-HYVA

Portfolio of Investments — continued

Issuer	Shares/Par		Value ($)
COMMON STOCKS - 1.1%
Automotive - 0.0%
Mark IV Industries, LLC, Common Units Class A (a)		113	$	1,413
Oxford Automotive, Inc. (a)		53		0
			$	1,413
Cable TV - 0.4%
Cablevision Systems Corp., “A”		2,100	$	54,222
Comcast Corp., “A”		4,100		69,126
Time Warner Cable, Inc.		933		38,617
			$	161,965
Construction - 0.2%
Nortek, Inc. (a)		2,297	$	80,395
Energy - Integrated - 0.1%
Chevron Corp.		500	$	38,495
Gaming & Lodging - 0.2%
Ameristar Casinos, Inc.		1,600	$	24,368
Pinnacle Entertainment, Inc. (a)		5,400		48,492
			$	72,860
Printing & Publishing - 0.0%
American Media, Inc. (a)		2,421	$	6,948
Golden Books Family Entertainment, Inc. (a)		21,250		0
Idearc, Inc. (a)		152		5,168
World Color Press, Inc. (a)		666		6,194
			$	18,310
Telephone Services - 0.2%
Windstream Corp.		7,600	$	83,524
Total Common Stocks (Identified Cost, $884,590)			$	456,962

Issuer	Shares/Par		Value ($)
PREFERRED STOCKS - 0.5%
Financial Institutions - 0.2%
GMAC, Inc., 7% (a)(z)		95	$	62,617
Major Banks - 0.3%
Bank of America Corp., 8.625%		5,725	$	140,492
Total Preferred Stocks (Identified Cost, $216,275)			$	203,109
MONEY MARKET FUNDS (v) - 2.4%
MFS Institutional Money Market Portfolio, 0.12%, at Cost and Net Asset Value		996,965	$	996,965

	Strike Price	First Exercise
WARRANTS - 0.0%
Printing & Publishing - 0.0%
World Color Press, Inc., (1 share for 1 warrant) (a)	$13.00	8/26/09	377	$	1,583
World Color Press, Inc., (1 share for 1 warrant) (a)	16.30	8/26/09	377		1,105
Total Warrants (Identified Cost, $12,149)				$	2,688
Total Investments (Identified Cost, $40,875,502)				$	40,426,806
OTHER ASSETS, LESS LIABILITIES - 1.7%					689,812
NET ASSETS - 100.0%				$	41,116,618

Derivative Contracts at 12/31/09

Forward Foreign Currency Exchange Contracts at 12/31/09

	Type	Currency	Counterparty	Contracts to Deliver/ Receive	Settlement Date Range	In Exchange for	Contracts at Value	Net Unrealized Appreciation (Depreciation)
Asset Derivatives
	SELL	EUR	Barclays Bank PLC	44,000	3/15/10	$64,416	$63,069	$1,347
	SELL	EUR	HSBC Bank	75,000	1/13/10	110,423	107,516	2,907
	SELL	EUR	UBS AG	267,646	3/15/10	391,030	383,642	7,388
								$11,642
Liability Derivatives
	BUY	EUR	UBS AG	71,466	1/13/10	$107,773	$102,450	$(5,323	)

At December 31, 2009, the variable account had sufficient cash and/or securities to cover any commitments under these derivative contracts.

See portfolio footnotes and notes to financial statements.

21-HYVA

PORTFOLIO OF INVESTMENTS — December 31, 2009

Money Market Variable Account

Issuer	Shares/Par		Value ($)
CERTIFICATES OF DEPOSIT - 15.4%
Major Banks - 12.2%
Abbey National North America LLC, 0.16%, due 2/22/10	$	1,021,000	$	1,021,000
BNP Paribas, NY, 0.18%, due 1/07/10		1,020,000		1,020,000
Credit Agricole S.A., 0.6%, due 5/18/10		1,100,000		1,100,000
Credit Suisse, NY, 0.82%, due 8/02/10		1,000,000		1,000,000
			$	4,141,000
Other Banks & Diversified Financials - 3.2%
Nordea Bank Finland PLC/New York, 0.83%, due 7/15/10	$	1,100,000	$	1,100,000
Total Certificates of Deposit, at Amortized Cost and Value			$	5,241,000
COMMERCIAL PAPER (y) - 47.5%
Automotive - 3.0%
Toyota Motor Credit Corp., 0.21%, due 3/12/10	$	1,022,000	$	1,021,583
Computer Software - 3.1%
Microsoft Corp., 0.11%, due 1/19/10 (t)	$	1,060,000	$	1,059,942
Energy - Integrated - 2.4%
ConocoPhillips, 0.01%, due 1/04/10 (t)	$	819,000	$	818,999
Financial Institutions - 2.0%
General Electric Capital Corp., 0.02%, due 1/15/10	$	679,000	$	678,995
Food & Beverages - 3.0%
Coca-Cola Co., 0.15%, due 2/17/10 (t)	$	1,000,000	$	999,804
Major Banks - 15.1%
Australia & New Zealand Banking Group, 0.84%, due 6/25/10	$	1,130,000	$	1,125,386
BankAmerica Corp., 0.2%, due 3/23/10		802,000		801,636
CBA Delaware Finance, Inc., 0.31%, due 3/25/10		1,080,000		1,079,228
Societe Generale North America, Inc., 0.175%, due 1/22/10		1,021,000		1,020,896
Toronto Dominion HDG USA, 0.4%, due 3/15/10		710,000		709,424
Toronto Dominion HDG USA, 0.6%, due 4/09/10		400,000		399,347
			$	5,135,917
Other Banks & Diversified Financials - 12.8%
Bank of Nova Scotia, 0.18%, due 2/03/10	$	500,000	$	499,918
Citigroup Funding, Inc., 0.25%, due 3/18/10		1,005,000		1,004,470
Citigroup Funding, Inc., 0.27%, due 2/02/10		14,000		13,997
HSBC USA, Inc., 0.16%, due 2/08/10		1,023,000		1,022,827
Rabobank USA Financial Corp., 0.4%, due 1/15/10		1,127,000		1,126,825
UBS Finance Delaware LLC, 0.01%, due 1/06/10		685,000		684,999
			$	4,353,036

Issuer	Shares/Par		Value ($)
COMMERCIAL PAPER (y) - continued
Personal Computers & Peripherals - 3.0%
Hewlett Packard Co., 0.11%, due 1/11/10 (t)	$	1,021,000	$	1,020,969
Pharmaceuticals - 3.1%
Johnson & Johnson, 0.09%, due 1/25/10 (t)	$	1,027,000	$	1,026,938
Total Commercial Paper, at Amortized Cost and Value			$	16,116,183
U.S. GOVERNMENT AGENCIES AND EQUIVALENTS (y) - 12.7%
Fannie Mae, 0.01%, due 1/06/10	$	1,412,000	$	1,411,998
Fannie Mae, 0.145%, due 5/26/10		1,040,000		1,039,393
Federal Home Loan Bank, 0.145%, due 5/26/10		1,040,000		1,039,393
Freddie Mac, 0.06%, due 1/11/10		24,000		24,000
Freddie Mac, 0.21%, due 5/10/10		800,000		799,398
Total U.S. Government Agencies and Equivalents, at Amortized Cost and Value			$	4,314,182
REPURCHASE AGREEMENTS - 24.5%
Bank of America Corp., 0.01%, dated 12/31/09, due 1/04/10, total to be received $3,399,004 (secured by U.S. Treasury and Federal Agency obligations and Mortgage Backed securities valued at $3,466,986 in a jointly traded account)	$	3,399,000	$	3,399,000
Goldman Sachs, 0.01%, dated 12/31/09, due 1/04/10, total to be received $3,399,004 (secured by various U.S. Treasury and Federal Agency obligations and Mortgage Backed securities valued at $3,466,986 in a jointly traded account)		3,399,000		3,399,000
Morgan Stanley, 0.003%, dated 12/31/09, due 1/04/10, total to be received $1,529,001 (secured by U.S. Treasury and Federal Agency obligations and Mortgage Backed securities valued at $1,563,440 in a jointly traded account)		1,529,000		1,529,000
Total Repurchase Agreements, at Cost and Value			$	8,327,000
Total Investments, at Amortized Cost and Value			$	33,998,365
OTHER ASSETS, LESS LIABILITIES - (0.1)%				(29,966	)
NET ASSETS - 100.0%			$	33,968,399

See portfolio footnotes and notes to financial statements.

22-MMVA

Portfolio of Investments — December 31, 2009

Total Return Variable Account

Issuer	Shares/Par	Value ($)
COMMON STOCKS - 58.9%
Aerospace - 4.2%
Goodrich Corp.	1,790	$	115,008
Lockheed Martin Corp.	26,440		1,992,245
Northrop Grumman Corp.	19,280		1,076,788
United Technologies Corp.	18,740		1,300,743
		$	4,484,784
Alcoholic Beverages - 0.8%
Diageo PLC	39,176	$	683,205
Heineken N.V.	3,860		182,900
		$	866,105
Apparel Manufacturers - 0.8%
NIKE, Inc., “B”	13,190	$	871,463
Automotive - 0.2%
Johnson Controls, Inc.	7,630	$	207,841
Biotechnology - 0.2%
Genzyme Corp. (a)	3,260	$	159,773
Broadcasting - 1.3%
Omnicom Group, Inc.	15,440	$	604,476
Walt Disney Co.	24,270		782,708
		$	1,387,184
Brokerage & Asset Managers - 0.6%
Charles Schwab Corp.	13,670	$	257,269
Deutsche Boerse AG	1,860		154,651
Franklin Resources, Inc.	1,810		190,684
		$	602,604
Business Services - 1.2%
Accenture Ltd., “A”	16,160	$	670,640
Dun & Bradstreet Corp.	1,270		107,150
Visa, Inc., “A”	2,050		179,293
Western Union Co.	14,440		272,194
		$	1,229,277
Cable TV - 0.2%
Comcast Corp., “Special A”	11,160	$	178,672
Chemicals - 1.5%
3M Co.	9,080	$	750,644
Monsanto Co.	1,970		161,048
PPG Industries, Inc.	12,220		715,359
		$	1,627,051
Computer Software - 0.7%
Oracle Corp.	31,030	$	761,476
Computer Software - Systems - 1.4%
Dell, Inc. (a)	9,380	$	134,697
Hewlett-Packard Co.	12,390		638,209
International Business Machines Corp.	5,290		692,461
		$	1,465,367
Construction - 0.5%
Black & Decker Corp.	1,760	$	114,101
Pulte Homes, Inc. (a)	11,260		112,600
Sherwin-Williams Co.	4,780		294,687
		$	521,388
Consumer Products - 1.2%
Clorox Co.	3,340	$	203,740
Kimberly-Clark Corp.	1,620		103,210
Procter & Gamble Co.	15,543		942,372
		$	1,249,322
Consumer Services - 0.2%
Apollo Group, Inc., “A” (a)	2,850	$	172,653

Issuer	Shares/Par	Value ($)
COMMON STOCKS - continued
Electrical Equipment - 0.9%
Danaher Corp.	6,490	$	488,048
Tyco Electronics Ltd.	9,140		224,387
W.W. Grainger, Inc.	2,630		254,663
		$	967,098
Electronics - 0.8%
Agilent Technologies, Inc. (a)	3,670	$	114,027
Intel Corp.	32,720		667,488
National Semiconductor Corp.	5,920		90,931
		$	872,446
Energy - Independent - 2.8%
Anadarko Petroleum Corp.	4,740	$	295,871
Apache Corp.	12,520		1,291,688
Devon Energy Corp.	4,990		366,765
EOG Resources, Inc.	4,930		479,689
Noble Energy, Inc.	4,540		323,339
Occidental Petroleum Corp.	2,750		223,713
		$	2,981,065
Energy - Integrated - 4.7%
Chevron Corp.	13,885	$	1,069,006
ConocoPhillips	2,810		143,507
Exxon Mobil Corp.	25,172		1,716,479
Hess Corp.	8,970		542,685
Marathon Oil Corp.	9,420		294,092
TOTAL S.A., ADR	18,670		1,195,627
		$	4,961,396
Engineering - Construction - 0.2%
Fluor Corp.	3,850	$	173,404
Food & Beverages - 3.2%
Campbell Soup Co.	6,460	$	218,348
General Mills, Inc.	6,050		428,401
Groupe Danone	2,787		169,726
J.M. Smucker Co.	4,782		295,289
Kellogg Co.	4,950		263,340
Nestle S.A.	25,271		1,227,736
PepsiCo, Inc.	13,510		821,408
		$	3,424,248
Food & Drug Stores - 1.3%
CVS Caremark Corp.	23,394	$	753,521
Kroger Co.	17,055		350,139
Walgreen Co.	8,110		297,799
		$	1,401,459
Gaming & Lodging - 0.1%
Starwood Hotels & Resorts Worldwide, Inc.	1,690	$	61,803
General Merchandise - 0.8%
Macy’s, Inc.	6,850	$	114,806
Target Corp.	6,530		315,856
Wal-Mart Stores, Inc.	7,000		374,150
		$	804,812
Health Maintenance Organizations - 0.1%
WellPoint, Inc. (a)	2,580	$	150,388
Insurance - 3.6%
Aflac, Inc.	2,860	$	132,275
Allstate Corp.	26,850		806,574
Aon Corp.	6,410		245,759
Chubb Corp.	4,000		196,720
MetLife, Inc.	37,570		1,328,100
Prudential Financial, Inc.	6,980		347,325
Travelers Cos., Inc.	14,150		705,519
		$	3,762,272

23-TRVA

Portfolio of Investments — continued

Issuer	Shares/Par	Value ($)
COMMON STOCKS - continued
Internet - 0.2%
Google, Inc., “A” (a)	290	$	179,794
Leisure & Toys - 0.2%
Hasbro, Inc.	7,240	$	232,114
Machinery & Tools - 0.4%
Eaton Corp.	5,760	$	366,451
Major Banks - 7.8%
Bank of America Corp.	21,330	$	321,230
Bank of America Corp, EU	30,930		461,476
Bank of New York Mellon Corp.	52,834		1,477,767
Goldman Sachs Group, Inc.	8,530		1,440,205
JPMorgan Chase & Co.	50,812		2,117,336
PNC Financial Services Group, Inc.	8,550		451,355
Regions Financial Corp.	37,020		195,836
State Street Corp.	18,560		808,102
Wells Fargo & Co.	35,440		956,526
		$	8,229,833
Medical Equipment - 1.8%
Becton, Dickinson & Co.	6,370	$	502,338
Medtronic, Inc.	16,590		729,628
St. Jude Medical, Inc. (a)	6,580		242,012
Thermo Fisher Scientific, Inc. (a)	2,250		107,303
Waters Corp. (a)	5,340		330,866
		$	1,912,147
Metals & Mining - 0.1%
United States Steel Corp.	2,070	$	114,098
Natural Gas - Distribution - 0.2%
Sempra Energy	4,020	$	225,040
Natural Gas - Pipeline - 0.2%
Williams Cos., Inc.	8,820	$	185,926
Network & Telecom - 0.2%
Cisco Systems, Inc. (a)	4,640	$	111,082
Nokia Corp., ADR	11,290		145,077
		$	256,159
Oil Services - 0.5%
Halliburton Co.	3,940	$	118,555
National Oilwell Varco, Inc.	5,240		231,032
Noble Corp.	3,260		132,682
		$	482,269
Other Banks & Diversified Financials - 0.1%
Northern Trust Corp.	2,260	$	118,424
Pharmaceuticals - 4.1%
Abbott Laboratories	17,180	$	927,548
GlaxoSmithKline PLC	7,210		152,731
Johnson & Johnson	19,650		1,265,657
Merck & Co., Inc.	21,790		796,207
Pfizer, Inc.	59,357		1,079,704
Roche Holding AG	740		125,886
		$	4,347,733
Railroad & Shipping - 0.1%
Canadian National Railway Co.	1,820	$	98,935
Specialty Chemicals - 0.5%
Air Products & Chemicals, Inc.	7,100	$	575,526
Specialty Stores - 0.8%
Advance Auto Parts, Inc.	7,980	$	323,030
Home Depot, Inc.	4,740		137,128
Staples, Inc.	14,730		362,211
		$	822,369
Telecommunications - Wireless - 0.8%
Vodafone Group PLC	368,120	$	852,456

Issuer	Shares/Par		Value ($)
COMMON STOCKS - continued
Telephone Services - 2.2%
AT&T, Inc.		70,764	$	1,983,515
CenturyTel, Inc.		5,815		210,561
Royal KPN N.V.		8,490		144,103
			$	2,338,179
Tobacco - 1.7%
Altria Group, Inc.		3,370	$	66,153
Lorillard, Inc.		2,630		211,005
Philip Morris International, Inc.		31,320		1,509,311
			$	1,786,469
Trucking - 0.2%
United Parcel Service, Inc., “B”		3,330	$	191,042
Utilities - Electric Power - 3.3%
Allegheny Energy, Inc.		4,350	$	102,138
American Electric Power Co., Inc.		6,260		217,785
CMS Energy Corp.		5,670		88,792
Dominion Resources, Inc.		17,544		682,812
Entergy Corp.		2,350		192,324
FPL Group, Inc.		9,040		477,493
Northeast Utilities		2,240		57,770
NRG Energy, Inc. (a)		7,720		182,269
PG&E Corp.		8,990		401,404
PPL Corp.		12,330		398,382
Progress Energy, Inc.		3,500		143,535
Public Service Enterprise Group, Inc.		17,420		579,215
			$	3,523,919
Total Common Stocks (Identified Cost, $55,823,502)			$	62,184,234
BONDS - 39.8%
Agency - Other - 0.1%
Financing Corp., 9.65%, 2018	$	45,000	$	61,372
Asset Backed & Securitized - 2.6%
Banc of America Commercial Mortgage, Inc., “A4”, 5.634%, 2046	$	31,000	$	29,041
Banc of America Commercial Mortgage, Inc., FRN, 5.744%, 2051		210,000		185,221
Bayview Financial Revolving Mortgage Loan Trust, FRN, 1.034%, 2040 (z)		202,271		86,006
BlackRock Capital Finance LP, 7.75%, 2026 (n)		30,705		4,452
Citigroup Commercial Mortgage Trust, FRN, 5.699%, 2049		320,000		285,465
Citigroup/Deutsche Bank Commercial Mortgage Trust, 5.322%, 2049		130,000		112,812
Countrywide Asset-Backed Certificates, FRN, 4.823%, 2035		4,018		3,970
Countrywide Asset-Backed Certificates, FRN, 5.689%, 2046		90,000		53,011
Credit Suisse Commercial Mortgage Trust, 5.509%, 2039		128,277		98,730
Credit Suisse Mortgage Capital Certificate, 5.695%, 2040		152,515		121,681
GE Commercial Mortgage Corp., FRN, 5.335%, 2044		130,000		102,308
GMAC Mortgage Corp. Loan Trust, FRN, 5.805%, 2036		112,376		53,663
JPMorgan Chase Commercial Mortgage Securities Corp., 4.78%, 2042		152,000		120,998
JPMorgan Chase Commercial Mortgage Securities Corp., 5.552%, 2045		97,000		92,200
JPMorgan Chase Commercial Mortgage Securities Corp., 5.42%, 2049		65,576		55,317

24-TRVA

Portfolio of Investments — continued

Issuer	Shares/Par		Value ($)
BONDS - continued
Asset Backed & Securitized - continued
JPMorgan Chase Commercial Mortgage Securities Corp., FRN, 5.236%, 2041	$	39,903	$	39,709
JPMorgan Chase Commercial Mortgage Securities Corp., FRN, 5.475%, 2043		110,000		105,844
JPMorgan Chase Commercial Mortgage Securities Corp., FRN, 5.874%, 2045		110,000		106,000
JPMorgan Chase Commercial Mortgage Securities Corp., FRN, 5.818%, 2049		200,000		174,170
Merrill Lynch Mortgage Trust, FRN, 5.828%, 2050		84,000		19,939
Merrill Lynch/Countrywide Commercial Mortgage Trust, FRN, 5.748%, 2050		152,515		127,848
Morgan Stanley Capital I, Inc., FRN, 0.905%, 2030 (i)(n)		1,194,740		44,408
Nomura Asset Securities Corp., FRN, 9.755%, 2027 (z)		177,607		181,459
Residential Asset Mortgage Products, Inc., FRN, 4.97%, 2034		92,000		70,454
Residential Funding Mortgage Securities, Inc., 5.32%, 2035		129,000		41,501
Spirit Master Funding LLC, 5.05%, 2023 (z)		157,879		130,589
Structured Asset Securities Corp., FRN, 4.67%, 2035		77,380		67,841
Wachovia Bank Commercial Mortgage Trust, FRN, 5.795%, 2045		67,218		50,416
Wachovia Bank Commercial Mortgage Trust, FRN, 5.902%, 2051		245,000		201,203
			$	2,766,256
Broadcasting - 0.1%
News America, Inc., 8.5%, 2025	$	99,000	$	116,615
Brokerage & Asset Managers - 0.0%
BlackRock, Inc., 5%, 2019	$	30,000	$	29,480
Building - 0.1%
CRH America, Inc., 6.95%, 2012	$	108,000	$	116,987
Cable TV - 0.3%
Cox Communications, Inc., 4.625%, 2013	$	115,000	$	119,587
DIRECTV Holdings LLC, 5.875%, 2019 (n)		20,000		20,342
Time Warner Entertainment Co. LP, 8.375%, 2033		110,000		131,499
			$	271,428
Conglomerates - 0.2%
Kennametal, Inc., 7.2%, 2012	$	211,000	$	221,057
Consumer Products - 0.1%
Fortune Brands, Inc., 5.125%, 2011	$	154,000	$	158,834
Consumer Services - 0.2%
Western Union Co., 5.4%, 2011	$	165,000	$	176,168
Defense Electronics - 0.1%
BAE Systems Holdings, Inc., 5.2%, 2015 (n)	$	103,000	$	106,109
Electronics - 0.1%
Tyco Electronics Group S.A., 6.55%, 2017	$	128,000	$	132,347
Emerging Market Quasi-Sovereign - 0.2%
Petróleos Mexicanos, 8%, 2019	$	66,000	$	76,395
Qtel International Finance Ltd., 7.875%, 2019 (n)		100,000		112,097
			$	188,492

Issuer	Shares/Par		Value ($)
BONDS - continued
Energy - Independent - 0.3%
Anadarko Petroleum Corp., 6.45%, 2036	$	120,000	$	125,324
Ocean Energy, Inc., 7.25%, 2011		165,000		180,014
			$	305,338
Energy - Integrated - 0.3%
Hess Corp., 8.125%, 2019	$	20,000	$	24,119
Husky Energy, Inc., 5.9%, 2014		69,000		75,213
Husky Energy, Inc., 7.25%, 2019		71,000		82,048
Petro-Canada, 6.05%, 2018		148,000		159,096
			$	340,476
Financial Institutions - 0.1%
HSBC Finance Corp., 5.25%, 2011	$	145,000	$	150,118
Food & Beverages - 0.5%
Anheuser-Busch Cos., Inc., 8%, 2039 (n)	$	110,000	$	136,941
Diageo Finance B.V., 5.5%, 2013		106,000		114,178
Dr. Pepper Snapple Group, Inc., 6.12%, 2013		40,000		43,777
Dr. Pepper Snapple Group, Inc., 6.82%, 2018		48,000		53,847
Miller Brewing Co., 5.5%, 2013 (n)		126,000		134,157
			$	482,900
Food & Drug Stores - 0.1%
CVS Caremark Corp., 6.125%, 2016	$	110,000	$	118,452
Gaming & Lodging - 0.1%
Wyndham Worldwide Corp., 6%, 2016	$	100,000	$	93,159
Insurance - 0.2%
ING Groep N.V., 5.775% to 2015, FRN to 2049	$	133,000	$	98,246
Metropolitan Life Global Funding, 5.125%, 2013 (n)		100,000		105,939
Metropolitan Life Global Funding, 5.125%, 2014 (n)		40,000		42,332
			$	246,517
Insurance - Property & Casualty - 0.4%
Allstate Corp., 6.125%, 2032	$	185,000	$	185,351
Chubb Corp., 6.375% to 2017, FRN to 2067		200,000		186,000
			$	371,351
International Market Quasi-Sovereign - 0.6%
Achmea Hypotheekbank N.V., 3.2%, 2014 (n)	$	110,000	$	109,787
ING Bank N.V., 3.9%, 2014 (n)		110,000		113,220
KFW International Finance, Inc., 4.875%, 2019		120,000		126,807
Royal Bank of Scotland Group PLC, 2.625%, 2012 (n)		200,000		202,863
Societe Financement de l’ Economie Francaise, 3.375%, 2014 (n)		107,000		109,082
			$	661,759
Local Authorities - 0.2%
Metropolitan Transportation Authority, NY (Build America Bonds), 7.336%, 2039	$	95,000	$	105,854
New Jersey Turnpike Authority Rev. (Build America Bonds), “F”, 7.414%, 2040		90,000		100,778
			$	206,632
Machinery & Tools - 0.1%
Atlas Copco AB, 5.6%, 2017 (n)	$	90,000	$	90,734
Major Banks - 1.7%
Bank of America Corp., 7.375%, 2014	$	40,000	$	45,389

25-TRVA

Portfolio of Investments — continued

Issuer	Shares/Par		Value ($)
BONDS - continued
Major Banks - continued
Bank of America Corp., 7.625%, 2019	$	60,000	$	69,411
Commonwealth Bank of Australia, 5%, 2019 (n)		60,000		59,570
Credit Suisse New York, 5.5%, 2014		120,000		130,224
DBS Group Holdings Ltd., 7.657% to 2011, FRN to 2049 (n)		115,000		115,863
Goldman Sachs Group, Inc., 6%, 2014		70,000		76,564
Goldman Sachs Group, Inc., 5.625%, 2017		101,000		103,157
JPMorgan Chase & Co., 6.3%, 2019		100,000		110,008
JPMorgan Chase Capital XXVII, 7%, 2039		60,000		60,511
Merrill Lynch & Co., Inc., 6.15%, 2013		100,000		107,016
Merrill Lynch & Co., Inc., 6.11%, 2037		130,000		119,850
Morgan Stanley, 5.75%, 2016		100,000		103,756
Morgan Stanley, 6.625%, 2018		140,000		151,364
MUFG Capital Finance 1 Ltd., 6.346% to 2016, FRN to 2049		100,000		91,015
PNC Funding Corp., 5.625%, 2017		90,000		89,183
UniCredito Italiano Capital Trust II, 9.2% to 2010, FRN to 2049 (n)		208,000		193,440
UniCredito Luxembourg Finance S.A., 6%, 2017 (n)		100,000		99,112
Wachovia Corp., 5.25%, 2014		81,000		83,856
			$	1,809,289
Medical & Health Technology & Services - 0.3%
Cardinal Health, Inc., 5.8%, 2016	$	75,000	$	75,438
CareFusion Corp., 6.375%, 2019 (n)		100,000		107,052
Hospira, Inc., 5.55%, 2012		50,000		53,293
Hospira, Inc., 6.05%, 2017		93,000		97,335
			$	333,118
Metals & Mining - 0.2%
ArcelorMittal, 6.125%, 2018	$	155,000	$	159,935
Mortgage Backed - 15.0%
Fannie Mae, 4.01%, 2013	$	17,945	$	18,540
Fannie Mae, 4.6%, 2014		96,134		100,684
Fannie Mae, 4.63%, 2014		44,560		46,677
Fannie Mae, 4.84%, 2014		57,316		60,380
Fannie Mae, 4.56%, 2015		37,170		38,577
Fannie Mae, 4.78%, 2015		37,378		39,089
Fannie Mae, 4.921%, 2015		92,037		96,996
Fannie Mae, 5.09%, 2016		40,000		42,160
Fannie Mae, 5.5%, 2016 - 2035		3,215,873		3,384,870
Fannie Mae, 4.99%, 2017		81,419		86,034
Fannie Mae, 5.05%, 2017		39,000		41,017
Fannie Mae, 6%, 2017 - 2037		1,830,311		1,953,640
Fannie Mae, 4.5%, 2018 - 2035		419,835		429,412
Fannie Mae, 5%, 2018 - 2039		1,813,176		1,875,744
Fannie Mae, 6.5%, 2031 - 2037		624,065		676,679
Fannie Mae, 7.5%, 2031		16,604		18,737
Freddie Mac, 6%, 2016 - 2037		876,841		937,215
Freddie Mac, 4.5%, 2018 - 2039		1,089,075		1,109,731
Freddie Mac, 5%, 2018-2039		2,029,435		2,088,611
Freddie Mac, 5.085%, 2019		106,000		109,671
Freddie Mac, 5.5%, 2021 - 2035		690,401		727,596
Freddie Mac, 6.5%, 2034 - 2037		283,867		304,780
Ginnie Mae, 4.5%, 2033 - 2034		96,195		96,862
Ginnie Mae, 5%, 2033 - 2039		748,618		771,818
Ginnie Mae, 5.5%, 2033 - 2035		393,605		415,225
Ginnie Mae, 6%, 2033 - 2038		329,635		350,770
			$	15,821,515

Issuer	Shares/Par		Value ($)
BONDS - continued
Municipals - 0.3%
California Educational Facilities Authority Rev. (Stanford University), “T-1”, 5%, 2039	$	55,000	$	62,360
Massachusetts Health & Educational Facilities Authority Rev. (Boston College), 5.5%, 2030		65,000		74,275
Massachusetts Health & Educational Facilities Authority Rev. (Massachusetts Institute of Technology), “K”, 5.5%, 2032		185,000		225,900
			$	362,535
Natural Gas - Pipeline - 0.5%
CenterPoint Energy, Inc., 7.875%, 2013	$	112,000	$	126,154
Enterprise Products Operating LLC, 6.5%, 2019		76,000		81,984
Kinder Morgan Energy Partners LP, 6.75%, 2011		165,000		174,493
Kinder Morgan Energy Partners LP, 7.75%, 2032		71,000		80,073
Spectra Energy Capital LLC, 8%, 2019		53,000		62,027
			$	524,731
Network & Telecom - 0.4%
AT&T, Inc., 6.55%, 2039	$	110,000	$	115,903
Telecom Italia Capital, 5.25%, 2013		60,000		63,107
Telefonica Europe B.V., 7.75%, 2010		38,000		39,752
Verizon New York, Inc., 6.875%, 2012		196,000		213,251
			$	432,013
Oils - 0.1%
Valero Energy Corp., 6.875%, 2012	$	111,000	$	121,199
Other Banks & Diversified Financials - 1.1%
American Express Co., 5.5%, 2016	$	184,000	$	187,987
Capital One Financial Corp., 6.15%, 2016		130,000		130,587
Groupe BPCE S.A., 12.5% to 2019, FRN to 2049 (n)		118,000		130,003
Nordea Bank AB, 5.424% to 2015, FRN to 2049 (n)		100,000		79,607
Svenska Handelsbanken AB, 4.875%, 2014 (n)		120,000		125,742
UBS Preferred Funding Trust V, 6.243% to 2016, FRN to 2049		190,000		148,675
UFJ Finance Aruba AEC, 6.75%, 2013		145,000		161,437
Woori Bank, 6.125% to 2011, FRN to 2016 (n)		220,000		219,062
			$	1,183,100
Pharmaceuticals - 0.4%
Allergan, Inc., 5.75%, 2016	$	160,000	$	172,536
Pfizer, Inc., 7.2%, 2039		50,000		61,097
Roche Holdings, Inc., 6%, 2019 (n)		160,000		175,816
			$	409,449
Railroad & Shipping - 0.0%
CSX Corp., 6.75%, 2011	$	6,000	$	6,372
Real Estate - 0.3%
Boston Properties, Inc., REIT, 5%, 2015	$	42,000	$	41,940
HRPT Properties Trust, REIT, 6.25%, 2016		180,000		170,346
ProLogis, REIT, 5.75%, 2016		61,000		57,294
WEA Finance LLC, REIT, 6.75%, 2019 (n)		31,000		33,286
			$	302,866

26-TRVA

Portfolio of Investments — continued

Issuer	Shares/Par		Value ($)
BONDS - continued
Retailers - 0.3%
Home Depot, Inc., 5.875%, 2036	$	48,000	$	46,332
Limited Brands, Inc., 5.25%, 2014		99,000		95,535
Wal-Mart Stores, Inc., 5.25%, 2035		194,000		190,764
			$	332,631
Supranational - 0.1%
Asian Development Bank, 2.75%, 2014	$	80,000	$	79,858
Telecommunications - Wireless - 0.2%
Cingular Wireless LLC, 6.5%, 2011	$	35,000	$	38,056
Rogers Communications, Inc., 6.8%, 2018		132,000		147,830
			$	185,886
Tobacco - 0.1%
Philip Morris International, Inc., 4.875%, 2013	$	74,000	$	78,119
Transportation - Services - 0.1%
Erac USA Finance Co., 7%, 2037 (n)	$	98,000	$	95,923
U.S. Government Agencies and Equivalents - 0.7%
Aid-Egypt, 4.45%, 2015	$	152,000	$	159,466
Small Business Administration, 4.35%, 2023		28,768		29,699
Small Business Administration, 4.77%, 2024		70,690		73,520
Small Business Administration, 5.18%, 2024		113,898		119,397
Small Business Administration, 5.52%, 2024		172,539		181,898
Small Business Administration, 4.99%, 2024		98,458		102,702
Small Business Administration, 4.95%, 2025		73,075		76,511
			$	743,193
U.S. Treasury Obligations - 9.6%
U.S. Treasury Bonds, 2%, 2013	$	197,000	$	195,954
U.S. Treasury Bonds, 4.75%, 2017		146,000		158,421
U.S. Treasury Bonds, 8.5%, 2020		50,000		69,289
U.S. Treasury Bonds, 8%, 2021		37,000		50,384
U.S. Treasury Bonds, 6%, 2026		125,000		146,231
U.S. Treasury Bonds, 6.75%, 2026		32,000		40,375
U.S. Treasury Bonds, 5.25%, 2029		137,000		148,431
U.S. Treasury Bonds, 5.375%, 2031		220,000		243,100
U.S. Treasury Bonds, 4.5%, 2036		94,000		92,590
U.S. Treasury Bonds, 5%, 2037		552,000		586,241
U.S. Treasury Notes, 6.5%, 2010		128,000		128,930
U.S. Treasury Notes, 1.5%, 2010		321,000		323,834
U.S. Treasury Notes, 0.875%, 2011		776,000		777,879
U.S. Treasury Notes, 5.125%, 2011		941,000		999,923
U.S. Treasury Notes, 4.125%, 2012		683,000		730,169
U.S. Treasury Notes, 3.875%, 2013		614,000		653,910
U.S. Treasury Notes, 3.5%, 2013		420,000		442,608
U.S. Treasury Notes, 3.125%, 2013		57,000		59,240
U.S. Treasury Notes, 2.75%, 2013		1,190,000		1,218,728
U.S. Treasury Notes, 1.5%, 2013		280,000		272,628
U.S. Treasury Notes, 1.875%, 2014		1,205,000		1,180,241
U.S. Treasury Notes, 4.75%, 2014		150,000		165,047
U.S. Treasury Notes, 2.625%, 2016		68,000		66,151
U.S. Treasury Notes, 3.75%, 2018		1,033,000		1,032,919
U.S. Treasury Notes, TIPS, 1.625%, 2015		396,249		412,099
			$	10,195,322

Issuer	Shares/Par		Value ($)
BONDS - continued
Utilities - Electric Power - 1.4%
Bruce Mansfield Unit, 6.85%, 2034	$	208,271	$	195,986
Enel Finance International S.A., 6.25%, 2017 (n)		170,000		186,911
Exelon Generation Co. LLC, 5.2%, 2019		50,000		50,022
Exelon Generation Co. LLC, 6.25%, 2039		80,000		81,506
MidAmerican Energy Holdings Co., 5.875%, 2012		61,000		66,435
MidAmerican Funding LLC, 6.927%, 2029		154,000		167,040
Oncor Electric Delivery Co., 7%, 2022		152,000		169,001
PSEG Power LLC, 6.95%, 2012		111,000		121,263
PSEG Power LLC, 5.32%, 2016 (n)		91,000		93,627
System Energy Resources, Inc., 5.129%, 2014 (z)		62,938		62,472
Waterford 3 Funding Corp., 8.09%, 2017		293,828		291,914
			$	1,486,177
Total Bonds (Identified Cost, $41,753,148)			$	42,075,812
MONEY MARKET FUNDS (v) - 0.6%
MFS Institutional Money Market Portfolio, 0.12%, at Cost and Net Asset Value		654,933	$	654,933
Total Investments (Identified Cost, $98,231,583)			$	104,914,979
OTHER ASSETS, LESS LIABILITIES - 0.7%				749,064
NET ASSETS - 100.0%			$	105,664,043

See portfolio footnotes and notes to financial statements.

27-TRVA

Portfolio of Investments — continued

Portfolio Footnotes:

(a)  Non-income producing security.

(d)  Non-income producing security—in default.

(f)  All or a portion of the security has been segregated as collateral for open futures contracts.

(g)  The rate shown represents a weighted average coupon rate on settled positions at period end, unless otherwise indicated.

(i)  Interest only security for which the variable account receives interest on notional principal (Par amount). Par amount shown is the notional principal and does not reflect the cost of the security.

(n)  Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was:

Variable Account	Market Value		% of Net Assets
Global Governments Variable Account	$	123,181	1.6	%
Government Securities Variable Account		728,596	1.2
High Yield Variable Account		7,993,840	19.4
Total Return Variable Account		3,047,477	2.9

(o) All or a portion of this position has not settled. Upon settlement date, interest rates for unsettled amounts will be determined. The rate shown represents the weighted average coupon rate for settled amounts.

(p) Payment-in-kind security.

(q) All or a portion of this position represents an unfunded loan commitment. The rate shown represents a weighted average coupon rate on the full position, including the unfunded loan commitment which has no current coupon rate.

(r) Remaining maturities of floating rate loans may be less than stated maturities shown as a result of contractual or optional prepayments by the borrower. Such prepayments cannot be predicted with certainty. These loans may be subject to restrictions on resale. Floating rate loans generally have rates of interest which are determined periodically by reference to a base lending rate plus a premium.

(t) Security exempt from registration with the U.S. Securities and Exchange Commission under Section 4(2) of the Securities Act of 1933.

(v) Underlying fund that is available only to investment companies managed by MFS. The rate quoted is the annualized seven-day yield of the fund at period end.

(y) The rate shown represents an annualized yield at time of purchase.

(z) Restricted securities are not registered under the Securities Act of 1933 and are subject to legal restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are subsequently registered. Disposal of these securities may involve time-consuming negotiations and prompt sale at an acceptable price may be difficult. The variable accounts hold the following restricted securities:

Variable Account	Restricted Securities	Acquisition Date	Cost		Current Market Value
Global Governments Variable Account	Bayview Commercial Asset Trust, FRN, 0.895%, 2023	5/25/06	$	27,125	$	20,981
	Commercial Mortgage Asset Trust, FRN, 0.85%, 2032	8/25/03		28,801		25,850
	Total Restricted Securities				$	46,831
	% of Net Assets					0.6%
High Yield Variable Account	ARCap REIT, Inc., CDO, “H”, 6.08%, 2045	9/21/04	$	144,331	$	6,209
	Altra Holdings, Inc., 8.125%, 2016	11/16/09 - 11/17/09		84,814		87,231
	American Media Operations, Inc., 9%, 2013	1/29/09 - 4/15/09		9,004		8,244
	American Media Operations, Inc., 14%, 2013	1/29/09 - 4/15/09		83,769		86,860
	Aquilex Corp., 11.125%, 2016	12/16/09		28,787		29,925
	Bonten Media Acquisition Co., 9%, 2015	5/22/07 - 5/19/09		148,858		53,902
	Cascades, Inc., 7.75%, 2017	11/18/09		39,418		40,400
	Cemex Finance Europe BV, 9.625%, 2017	12/09/09		110,475		111,387
	DuPont Fabros Technology, Inc., 8.5%, 2017	12/11/09		70,000		71,138
	Dynegy Holdings, Inc., 7.5%, 2015	12/02/09		74,477		78,200
	GMAC, Inc., 7% (Preferred Stock)	12/26/08		73,150		62,617
	LBI Media, Inc., 8.5%, 2017	7/18/07		98,632		83,000
	Local TV Finance LLC, 10%, 2015	11/09/07 - 6/01/09		256,058		112,235
	Navios Maritime Holdings, Inc., 8.875%, 2017	10/22/09		129,132		135,038
	Norcraft Cos., LP, 10.5%, 2015	12/02/09		44,272		46,125
	TriMas Corp., 9.75%, 2017	12/17/09		19,599		19,625
	Triumph Group, Inc., 8%, 2017	11/10/09		29,572		30,263
	USI Holdings Corp., 9.75%, 2015	5/07/07 - 11/28/07		156,188		145,800
	Wachovia Credit, CDO, FRN, 1.6%, 2026	6/08/06		250,000		10,000
	Total Restricted Securities				$	1,218,199
	% of Net Assets					3.0%
Total Return Variable Account	Bayview Financial Revolving Mortgage Loan Trust, FRN, 1.034%, 2040	3/01/06	$	202,271	$	86,006
	Nomura Asset Securities Corp., FRN, 9.755%, 2027	7/16/07		193,954		181,459
	Spirit Master Funding LLC, 5.05%, 2023	10/04/05		156,173		130,589
	System Energy Resources, Inc., 5.129%, 2014	4/16/04		62,938		62,472
	Total Restricted Securities				$	460,526
	% of Net Assets					0.4%

28

Portfolio of Investments — continued

The following abbreviations are used in this report and are defined:

ADR American Depository Receipt

CDO Collateralized Debt Obligation

CLN Credit-Linked Note

DIP Debtor-in-Possession

EU Equity Unit

GDR Global Depository Receipt

FRN Floating Rate Note. Interest rate resets periodically and may not be the rate reported at period end.

PLC Public Limited Company

REIT Real Estate Investment Trust

STRIPS Separate Trading of Registered Interest and Principal of Securities

TIPS Treasury Inflation Protected Security

Insurers
FSA	Financial Security Assurance Inc.

Abbreviations indicate amounts shown in currencies other than the U.S. dollar. All amounts are stated in U.S. dollars unless otherwise indicated. A list of abbreviations is shown below:

AUD Australian Dollar

BRL Brazilian Real

CAD Canadian Dollar

DKK Danish Krone

EUR Euro

GBP British Pound

JPY Japanese Yen

KRW Korean Won

MXN Mexican Peso

NOK Norwegian Krone

PHP Phillipine Peso

SEK Swedish Krona

See notes to financial statements.

29

Statements of Assets and Liabilities — December 31, 2009

(000 Omitted)

	Capital Appreciation Variable Account			Global Governments Variable Account			Government Securities Variable Account			High Yield Variable Account			Money Market Variable Account			Total Return Variable Account
Assets:
Investments —
Non-affilitated issuers, at identified cost	$	110,190		$	6,825		$	55,933		$	39,879		$	25,671		$	97,577
Underlying funds, at cost and net asset value		1,027			445			2,776			997			—			655
Repurchase agreements, at cost and value		—			—			—			—			8,327			—
Total investments, at identified cost	$	111,217		$	7,270		$	58,709		$	40,876		$	33,998		$	98,232
Unrealized appreciation (depreciation)		20,406			301			2,201			(449	)		—			6,683
Total investments, at value	$	131,623		$	7,571		$	60,910		$	40,427		$	33,998		$	104,915
Cash		—			0	*		—			102			1			0	*
Foreign currency, at value (identified cost, $—, $0*, $—, $—, $—, $—)		—			0	*		—			—			—			—
Receivables for
Forward foreign currency exchange contracts		—			26			—			12			—			—
Investments sold		700			22			—			340			—			2,820
Units sold		0	*		0	*		0	*		—			1			0	*
Interest and dividends		184			101			445			731			10			485
Receivable from sponsor		1			11			7			—			—			—
Other assets		5			1			3			2			2			4
Total assets	$	132,513		$	7,732		$	61,365		$	41,614		$	34,012		$	108,224
Liabilities:
Payables for
Forward foreign currency exchange contracts	$	—		$	49		$	—		$	5		$	—		$	—
Daily variation on open futures contracts		—			—			5			—			—			—
Investments purchased		—			—			—			440			—			2,384
Units surrendered		96			1			329			5			19			74
Payable to affiliates —
Investment adviser		10			0	*		2			3			3			7
Administrative fee		0	*		0	*		0	*		0	*		0	*		0	*
Sponsor		—			—			—			4			4			45
Board of Managers fees		0	*		0	*		0	*		0	*		0	*		0	*
Accrued expenses and other liabilities		39			40			37			40			18			50
Total liabilities	$	145		$	90		$	373		$	497		$	44		$	2,560
Net assets	$	132,368		$	7,642		$	60,992		$	41,117		$	33,968		$	105,664

* Amount was less than $500.

See notes to financial statements.

30

Statements of Assets and Liabilities — December 31, 2009 — continued

(000 Omitted except for unit values)

	Unit	Unit Value		Capital Appreciation Variable Account		Global Governments Variable Account		Government Securities Variable Account		High Yield Variable Account		Money Market Variable Account		Total Return Variable Account
Net assets applicable to contract owners:
Capital Appreciation Variable Account —
Compass 2	1,539	$	55.063	$	84,729
Compass 3	27		36.129		951
Compass 3 – Level 2	2,945		15.151		44,626
Global Governments Variable Account —
Compass 2	85	$	30.488			$	2,591
Compass 3	7		29.508				216
Compass 3 – Level 2	274		17.438				4,771
Government Securities Variable Account —
Compass 2	1,010	$	45.185					$	45,616
Compass 3	10		31.409						321
Compass 3 – Level 2	731		18.530						13,555
High Yield Variable Account —
Compass 2	753	$	42.360							$	31,903
Compass 3	8		30.972								255
Compass 3 – Level 2	493		16.700								8,212
Money Market Variable Account —
Compass 2	732	$	21.523									$	15,729
Compass 3	18		17.544										321
Compass 3 – Level 2	1,332		13.249										17,646
Total Return Variable Account —
Compass 2	685	$	47.266											$	32,395
Compass 3	48		45.750												2,182
Compass 3 – Level 2	3,136		22.284												69,871
Net assets applicable to owners of deferred contracts					130,306		7,578		59,492		40,370		33,696		104,448
Reserve for variable annuities —
Compass 2 Contracts					1,861		13		1,459		713		224		889
Compass 3 Contracts					—		—		—		—		—		—
Compass 3 – Level 2 Contracts					201		51		41		34		48		327
Net assets				$	132,368	$	7,642	$	60,992	$	41,117	$	33,968	$	105,664

See notes to financial statements.

31

Statements of Operations — Year Ended December 31, 2009

(000 Omitted)

	Capital Appreciation Variable Account			Global Governments Variable Account			Government Securities Variable Account			High Yield Variable Account			Money Market Variable Account			Total Return Variable Account
Net Investment income (loss):
Income —
Interest	$	0	*	$	231		$	3,015		$	3,697		$	134		$	2,034
Dividends		1,751			—			—			48			—			1,704
Dividends from underlying funds		3			1			3			2			—			2
Foreign taxes withheld		(36	)		—			—			—			—			(21	)
Total investment income	$	1,718		$	232		$	3,018		$	3,747		$	134		$	3,719
Expenses —
Mortality and expense risk charges	$	1,454		$	97		$	805		$	457		$	472		$	1,234
Management fee		869			59			353			272			188			754
Boards of Managers fees		17			1			11			5			7			17
Distribution fee		1			0	*		1			0	*		1			4
Administrative fee		47			10			27			15			16			41
Custodian fee		22			28			17			14			8			44
Printing		5			6			11			7			10			8
Auditing fees		36			48			42			50			24			50
Legal fees		7			7			7			8			7			7
Miscellaneous		18			4			10			10			7			15
Total expenses	$	2,476		$	260		$	1,284		$	838		$	740		$	2,174
Fees paid indirectly		(0	)*		(0	)*		(0	)*		(0	)*		(0	)*		(0	)*
Reduction of expenses by investment adviser		(68	)		(65	)		—			(53	)		(134	)		(81	)
Net expenses	$	2,408		$	195		$	1,284		$	785		$	606		$	2,093
Net investment income (loss)	$	(690	)	$	37		$	1,734		$	2,962		$	(472	)	$	1,626
Realized and unrealized gain (loss) on investments:
Realized gain (loss) (identified cost basis) —
Investment transactions	$	(10,642	)	$	64		$	538		$	(2,179	)	$	—		$	(7,657	)
Futures contracts		—			6			120			—			—			—
Swap transactions		—			—			—			(544	)		—			—
Foreign currency transactions		(1	)		(11	)		—			(11	)		—			(0	)*
Net realized gain (loss) on investments and foreign currency transactions	$	(10,643	)	$	59		$	658		$	(2,734	)	$	—		$	(7,657	)
Change in unrealized appreciation (depreciation) —
Investments	$	49,713		$	58		$	(341	)	$	12,965		$	—		$	21,443
Futures contracts		—			—			117			—			—			—
Swap transactions		—			—			—			489			—			—
Translation of assets and liabilities in foreign currencies		3			(44	)		—			(3	)		—			1
Net unrealized gain (loss) on investments and foreign currency translation	$	49,716		$	14		$	(224	)	$	13,451		$	—		$	21,444
Net realized and unrealized gain (loss) on investments and foreign currency	$	39,073		$	73		$	434		$	10,717		$	—		$	13,787
Change in net assets from operations	$	38,383		$	110		$	2,168		$	13,679		$	(472	)	$	15,413

* Amount was less than $500.

See notes to financial statements.

32

Statements of Changes in Net Assets

(000 Omitted)

	Capital Appreciation Variable Account						Global Governments Variable Account						Government Securities Variable Account
	Year Ended December 31,						Year Ended December 31,						Year Ended December 31,
	2009			2008			2009			2008			2009			2008
Change in net assets:
From operations:
Net investment income (loss)	$	(690	)	$	(1,052	)	$	37		$	66		$	1,734		$	1,980
Net realized gain (loss) on investments and foreign currency transactions		(10,643	)		(19,840	)		59			452			658			1,094
Net unrealized gain (loss) on investments and foreign currency translation		49,716			(47,925	)		14			142			(224	)		1,582
Change in net assets from operations	$	38,383		$	(68,817	)	$	110		$	660		$	2,168		$	4,656
Participant transactions:
Accumulation activity:
Purchase payments received	$	754		$	2,727		$	18		$	133		$	601		$	776
Net transfers between variable and fixed accumulation accounts		(2,491	)		(3,125	)		85			291			(462	)		1,777
Withdrawals, surrenders, annuitizations, and contract charges		(13,276	)		(17,536	)		(956	)		(776	)		(8,599	)		(8,691	)
Net accumulation activity	$	(15,013	)	$	(17,934	)	$	(853	)	$	(352	)	$	(8,460	)	$	(6,138	)
Annuitization activity:
Annuitizations	$	2		$	39		$	—		$	(5	)	$	259		$	(27	)
Annuity payments and contract charges		(261	)		(353	)		(6	)		(5	)		(211	)		(248	)
Adjustments to annuity reserves		(77	)		70			11			0	*		20			(22	)
Net annuitization activity	$	(336	)	$	(244	)	$	5		$	(10	)	$	68		$	(297	)
Change in net assets from participant transactions	$	(15,349	)	$	(18,178	)	$	(848	)	$	(362	)	$	(8,392	)	$	(6,435	)
Total change in net assets	$	23,034		$	(86,995	)	$	(738	)	$	298		$	(6,224	)	$	(1,779	)
Net assets:
At beginning of period		109,334			196,329			8,380			8,082			67,216			68,995
At end of period	$	132,368		$	109,334		$	7,642		$	8,380		$	60,992		$	67,216

* Amount was less than $500.

See notes to financial statements.

33

Statements of Changes in Net Assets — continued

(000 Omitted)

	High Yield Variable Account						Money Market Variable Account						Total Return Variable Account
	Year Ended December 31,						Year Ended December 31,						Year Ended December 31,
	2009			2008			2009			2008			2009			2008
Change in net assets:
From operations:
Net investment income (loss)	$	2,962		$	3,096		$	(472	)	$	274		$	1,626		$	2,007
Net realized gain (loss) on investments and foreign currency transactions		(2,734	)		(3,572	)		—			(11	)		(7,657	)		(13,823	)
Net unrealized gain (loss) on investments and foreign currency translation		13,451			(12,084	)		—			—			21,444			(22,563	)
Change in net assets from operations	$	13,679		$	(12,560	)	$	(472	)	$	263		$	15,413		$	(34,379	)
Participant transactions:
Accumulation activity:
Purchase payments received	$	175		$	572		$	192		$	806		$	764		$	3,022
Net transfers between variable and fixed accumulation accounts		(1,074	)		74			2,040			1,968			(2,849	)		(5,218	)
Withdrawals, surrenders, annuitizations, and contract charges		(3,856	)		(5,063	)		(8,583	)		(7,812	)		(12,313	)		(17,850	)
Net accumulation activity	$	(4,755	)	$	(4,417	)	$	(6,351	)	$	(5,038	)	$	(14,398	)	$	(20,046	)
Annuitization activity:
Annuitizations	$	—		$	3		$	5		$	7		$	24		$	(8	)
Annuity payments and contract charges		(110	)		(141	)		(55	)		(75	)		(161	)		(220	)
Net transfers among accounts for annuity reserves		—			—			—			—			—			2
Adjustments to annuity reserves		(1	)		5			(6	)		1			(61	)		9
Net annuitization activity	$	(111	)	$	(133	)	$	(56	)	$	(67	)	$	(198	)	$	(217	)
Change in net assets from participant transactions	$	(4,866	)	$	(4,550	)	$	(6,407	)	$	(5,105	)	$	(14,596	)	$	(20,263	)
Total change in net assets	$	8,813		$	(17,110	)	$	(6,879	)	$	(4,842	)	$	817		$	(54,642	)
Net assets:
At beginning of period		32,304			49,414			40,847			45,689			104,847			159,489
At end of period	$	41,117		$	32,304		$	33,968		$	40,847		$	105,664		$	104,847

See notes to financial statements.

34

Financial Highlights

The financial highlights table is intended to help you understand the variable account’s financial performance for the past 5 years. Certain information reflects financial results for a single unit value. The total returns in the table represent the rate by which an investor would have earned (or lost) on an investment in the variable account held for the entire period.

	Capital Appreciation Variable Account
	Compass 2
	Years Ended 12/31
	2009			2008			2007			2006			2005
Per unit data: (d)
Net asset value — beginning of period	$	39.750		$	63.669		$	58.101		$	55.446		$	55.625
Investment income	$	0.685		$	0.780		$	0.751		$	0.560		$	0.580
Expenses		(0.965	)		(1.154	)		(1.319	)		(1.198	)		(1.179	)
Net investment loss	$	(0.280	)	$	(0.374	)	$	(0.568	)	$	(0.638	)	$	(0.599	)
Net realized and unrealized gain (loss) on investments and foreign currency		15.593			(23.545	)		6.136			3.293			0.420
Change in unit value	$	15.313		$	(23.919	)	$	5.568		$	2.655		$	(0.179	)
Unit value:
Net asset value — end of period	$	55.063		$	39.750		$	63.669		$	58.101		$	55.446
Total Return (%) (k)(r)(s)		38.52			(37.57	)		9.58			4.79			(0.32	)
Ratios (%) (to average net assets):
Expenses before expense reductions (f)		2.18			2.17			2.15			2.15			2.16
Expenses after expense reductions (f)		2.12			2.12			2.14			N/A			N/A
Net investment loss		(0.60	)		(0.68	)		(0.91	)		(1.11	)		(1.08	)
Portfolio turnover (%)		47			49			63			61			130
Number of units outstanding at end of period (000 Omitted)		1,539			1,761			1,980			2,419			3,018
	Capital Appreciation Variable Account
	Compass 3
	Years Ended 12/31
	2009			2008			2007			2006			2005
Per unit data: (d)
Net asset value — beginning of period	$	26.107		$	41.858		$	38.235		$	36.524		$	36.678
Investment income	$	0.425		$	0.497		$	0.490		$	0.355		$	0.370
Expenses		(0.635	)		(0.783	)		(0.903	)		(0.807	)		(0.795	)
Net investment loss	$	(0.210	)	$	(0.286	)	$	(0.413	)	$	(0.452	)	$	(0.425	)
Net realized and unrealized gain (loss) on investments and foreign currency		10.232			(15.465	)		4.036			2.163			0.271
Change in unit value	$	10.022		$	(15.751	)	$	3.623		$	1.711		$	(0.154	)
Unit value:
Net asset value — end of period	$	36.129		$	26.107		$	41.858		$	38.235		$	36.524
Total Return (%) (k)(r)(s)		38.39			(37.63	)		9.48			4.69			(0.42	)
Ratios (%) (to average net assets):
Expenses before expense reductions (f)		2.28			2.27			2.25			2.25			2.26
Expenses after expense reductions (f)		2.22			2.22			2.24			N/A			N/A
Net investment loss		(0.73	)		(0.81	)		(1.04	)		(1.30	)		(1.20	)
Portfolio turnover (%)		47			49			63			61			130
Number of units outstanding at end of period (000 Omitted)		27			46			73			128			237

35

Financial Highlights — continued

	Capital Appreciation Variable Account
	Compass 3 – Level 2
	Years Ended 12/31
	2009			2008			2007			2006			2005
Per unit data: (d)
Net asset value — beginning of period	$	10.932		$	17.501		$	15.963		$	15.226		$	15.267
Investment income	$	0.186		$	0.211		$	0.203		$	0.152		$	0.158
Expenses		(0.258	)		(0.308	)		(0.352	)		(0.320	)		(0.316	)
Net investment loss	$	(0.072	)	$	(0.097	)	$	(0.149	)	$	(0.168	)	$	(0.158	)
Net realized and unrealized gain (loss) on investments and foreign currency		4.291			(6.472	)		1.687			0.905			0.117
Change in unit value	$	4.219		$	(6.569	)	$	1.538		$	0.737		$	(0.041	)
Unit value:
Net asset value — end of period	$	15.151		$	10.932		$	17.501		$	15.963		$	15.226
Total Return (%) (k)(r)(s)		38.59			(37.54	)		9.64			4.84			(0.27	)
Ratios (%) (to average net assets):
Expenses before expense reductions (f)		2.13			2.12			2.10			2.10			2.11
Expenses after expense reductions (f)		2.07			2.07			2.09			N/A			N/A
Net investment loss		(0.58	)		(0.65	)		(0.88	)		(1.13	)		(1.05	)
Portfolio turnover (%)		47			49			63			61			130
Number of units outstanding at end of period (000 Omitted)		2,945			3,335			3,671			4,378			5,248

(d) Per unit data is based on the average number of units outstanding during each year.

(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.

(k) The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown.

(r) Certain expenses have been reduced without which performance would have been lower.

(s) From time to time the variable account may receive proceeds from litigation settlements, without which performance would be lower.

See notes to financial statements.

36

Financial Highlights — continued

The financial highlights table is intended to help you understand the variable account’s financial performance for the past 5 years. Certain information reflects financial results for a single unit value. The total returns in the table represent the rate by which an investor would have earned (or lost) on an investment in the variable account held for the entire period.

	Global Governments Variable Account
	Compass 2
	Years Ended 12/31
	2009			2008			2007			2006			2005
Per unit data: (d)
Net asset value — beginning of period	$	29.979		$	27.622		$	25.732		$	24.865		$	27.240
Investment income	$	0.885		$	0.944		$	1.052		$	1.003		$	0.925
Expenses		(0.742	)		(0.716	)		(0.653	)		(0.629	)		(0.651	)
Net investment income	$	0.143		$	0.228		$	0.399		$	0.374		$	0.274
Net realized and unrealized gain (loss) on investments and foreign currency		0.366			2.129			1.491			0.493			(2.649	)
Change in unit value	$	0.509		$	2.357		$	1.890		$	0.867		$	(2.375	)
Unit value:
Net asset value — end of period	$	30.488		$	29.979		$	27.622		$	25.732		$	24.865
Total Return (%) (k)(r)(s)		1.70			8.54			7.34			3.49			(8.72	)
Ratios (%) (to average net assets):
Expenses before expense reductions (f)		3.33			3.50			3.35			3.39			2.95
Expenses after expense reductions (f)		2.50			2.50			2.50			2.50			2.50
Net investment income		0.48			0.79			1.52			1.48			1.04
Portfolio turnover (%)		87			111			141			118			144
Number of units outstanding at end of period (000 Omitted)		85			91			85			104			116
	Global Governments Variable Account
	Compass 3
	Years Ended 12/31
	2009			2008			2007			2006			2005
Per unit data: (d)
Net asset value — beginning of period	$	29.059		$	26.814		$	25.017		$	24.209		$	26.561
Investment income	$	0.834		$	0.904		$	1.044		$	1.025		$	0.949
Expenses		(0.746	)		(0.727	)		(0.678	)		(0.659	)		(0.688	)
Net investment income	$	0.088		$	0.177		$	0.366		$	0.366		$	0.261
Net realized and unrealized gain (loss) on investments and foreign currency		0.361			2.068			1.431			0.442			(2.613	)
Change in unit value	$	0.449		$	2.245		$	1.797		$	0.808		$	(2.352	)
Unit value:
Net asset value — end of period	$	29.508		$	29.059		$	26.814		$	25.017		$	24.209
Total Return (%) (k)(r)(s)		1.55			8.38			7.18			3.34			(8.85	)
Ratios (%) (to average net assets):
Expenses before expense reductions (f)		3.48			3.65			3.50			3.54			3.10
Expenses after expense reductions (f)		2.65			2.65			2.65			2.65			2.65
Net investment income		0.31			0.65			1.44			1.41			0.97
Portfolio turnover (%)		87			111			141			118			144
Number of units outstanding at end of period (000 Omitted)		7			11			15			18			26

37

Financial Highlights — continued

	Global Governments Variable Account
	Compass 3 – Level 2
	Years Ended 12/31
	2009			2008			2007			2006			2005
Per unit data: (d)
Net asset value — beginning of period	$	17.147		$	15.798		$	14.718		$	14.221		$	15.580
Investment income	$	0.508		$	0.541		$	0.608		$	0.574		$	0.526
Expenses		(0.426	)		(0.410	)		(0.377	)		(0.361	)		(0.371	)
Net investment income	$	0.082		$	0.131		$	0.231		$	0.213		$	0.155
Net realized and unrealized gain (loss) on investments and foreign currency		0.209			1.218			0.849			0.284			(1.514	)
Change in unit value	$	0.291		$	1.349		$	1.080		$	0.497		$	(1.359	)
Unit value:
Net asset value — end of period	$	17.438		$	17.147		$	15.798		$	14.718		$	14.221
Total Return (%) (k)(r)(s)		1.70			8.54			7.34			3.49			(8.72	)
Ratios (%) (to average net assets):
Expenses before expense reductions (f)		3.33			3.50			3.35			3.39			2.95
Expenses after expense reductions (f)		2.50			2.50			2.50			2.50			2.50
Net investment income		0.48			0.79			1.53			1.47			1.04
Portfolio turnover (%)		87			111			141			118			144
Number of units outstanding at end of period (000 Omitted)		274			306			332			403			468

(d) Per unit data is based on the average number of units outstanding during each year.

(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.

(k) The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown.

(r) Certain expenses have been reduced without which performance would have been lower.

(s) From time to time the variable account may receive proceeds from litigation settlements, without which performance would be lower.

See notes to financial statements.

38

Financial Highlights

The financial highlights table is intended to help you understand the variable account’s financial performance for the past 5 years. Certain information reflects financial results for a single unit value. The total returns in the table represent the rate by which an investor would have earned (or lost) on an investment in the variable account held for the entire period.

	Government Securities Variable Account
	Compass 2
	Years Ended 12/31
	2009			2008			2007			2006			2005
Per unit data: (d)
Net asset value — beginning of period	$	43.715		$	40.804		$	38.619		$	37.679		$	37.338
Investment income	$	2.152		$	2.116		$	2.117		$	2.024		$	1.936
Expenses		(0.917	)		(0.860	)		(0.802	)		(0.757	)		(0.752	)
Net investment income	$	1.235		$	1.256		$	1.315		$	1.267		$	1.184
Net realized and unrealized gain (loss) on investments		0.235			1.655			0.870			(0.327	)		(0.843	)
Change in unit value	$	1.470		$	2.911		$	2.185		$	0.940		$	0.341
Unit value:
Net asset value — end of period	$	45.185		$	43.715		$	40.804		$	38.619		$	37.679
Total Return (%) (k)(s)		3.36			7.14			5.66			2.50			0.91
Ratios (%) (to average net assets):
Expenses (f)		2.04			2.05			2.02			2.01			2.01
Net investment income		2.70			2.93			3.26			3.28			3.09
Portfolio turnover (%)		27			45			35			17			69
Number of units outstanding at end of period (000 Omitted)		1,010			1,151			1,269			1,538			1,852
	Government Securities Variable Account
	Compass 3
	Years Ended 12/31
	2009			2008			2007			2006			2005
Per unit data: (d)
Net asset value — beginning of period	$	30.417		$	28.419		$	26.924		$	26.295		$	26.082
Investment income	$	1.442		$	1.427		$	1.470		$	1.352		$	1.316
Expenses		(0.651	)		(0.618	)		(0.583	)		(0.538	)		(0.543	)
Net investment income	$	0.791		$	0.809		$	0.887		$	0.814		$	0.773
Net realized and unrealized gain (loss) on investments		0.201			1.189			0.608			(0.185	)		(0.560	)
Change in unit value	$	0.992		$	1.998		$	1.495		$	0.629		$	0.213
Unit value:
Net asset value — end of period	$	31.409		$	30.417		$	28.419		$	26.924		$	26.295
Total Return (%) (k)(s)		3.26			7.03			5.55			2.40			0.82
Ratios (%) (to average net assets):
Expenses (f)		2.14			2.15			2.12			2.11			2.11
Net investment income		2.60			2.80			3.25			3.15			2.96
Portfolio turnover (%)		27			45			35			17			69
Number of units outstanding at end of period (000 Omitted)		10			20			28			40			69

39

Financial Highlights — continued

	Government Securities Variable Account
	Compass 3 – Level 2
	Years Ended 12/31
	2009			2008			2007			2006			2005
Per unit data: (d)
Net asset value — beginning of period	$	17.918		$	16.717		$	15.814		$	15.421		$	15.274
Investment income	$	0.862		$	0.848		$	0.848		$	0.813		$	0.781
Expenses		(0.364	)		(0.342	)		(0.318	)		(0.300	)		(0.299	)
Net investment income	$	0.498		$	0.506		$	0.530		$	0.513		$	0.482
Net realized and unrealized gain (loss) on investments		0.114			0.695			0.373			(0.120	)		(0.335	)
Change in unit value	$	0.612		$	1.201		$	0.903		$	0.393		$	0.147
Unit value:
Net asset value — end of period	$	18.530		$	17.918		$	16.717		$	15.814		$	15.421
Total Return (%) (k)(s)		3.41			7.19			5.71			2.55			0.96
Ratios (%) (to average net assets):
Expenses (f)		1.99			2.00			1.97			1.96			1.96
Net investment income		2.72			2.94			3.29			3.30			3.12
Portfolio turnover (%)		27			45			35			17			69
Number of units outstanding at end of period (000 Omitted)		731			831			889			1,054			1,280

(d) Per unit data is based on the average number of units outstanding during each year.

(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.

(k) The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown.

(s) From time to time the variable account may receive proceeds from litigation settlements, without which performance would be lower.

See notes to financial statements.

40

Financial Highlights

The financial highlights table is intended to help you understand the variable account’s financial performance for the past 5 years. Certain information reflects financial results for a single unit value. The total returns in the table represent the rate by which an investor would have earned (or lost) on an investment in the variable account held for the entire period.

	High Yield Variable Account
	Compass 2
	Years Ended 12/31
	2009			2008			2007			2006			2005
Per unit data: (d)
Net asset value — beginning of period	$	29.057		$	40.344		$	40.172		$	36.840		$	36.669
Investment income	$	3.733		$	3.568		$	3.391		$	3.121		$	2.959
Expenses		(0.781	)		(0.817	)		(0.901	)		(0.847	)		(0.820	)
Net investment income	$	2.952		$	2.751		$	2.490		$	2.274		$	2.139
Net realized and unrealized gain (loss) on investments and foreign currency		10.351			(14.038	)		(2.318	)		1.058			(1.968	)
Change in unit value	$	13.303		$	(11.287	)	$	0.172		$	3.332		$	0.171
Unit value:
Net asset value — end of period	$	42.360		$	29.057		$	40.344		$	40.172		$	36.840
Total Return (%) (k)(r)(s)		45.78			(27.98	)		0.43			9.04			0.47
Ratios (%) (to average net assets):
Expenses before expense reductions (f)		2.35			2.36			2.25			2.32			2.28	(o)
Expenses after expense reductions (f)		2.20			2.20			2.20			2.22			2.25
Net investment income		8.18			7.28			5.96			5.84			5.76
Portfolio turnover (%)		56			62			66			88			53
Number of units outstanding at end of period (000 Omitted)		753			862			958			1,119			1,323
	High Yield Variable Account
	Compass 3
	Years Ended 12/31
	2009			2008			2007			2006			2005
Per unit data: (d)
Net asset value — beginning of period	$	21.266		$	29.556		$	29.459		$	27.043		$	26.943
Investment income	$	2.629		$	2.515		$	2.445		$	2.212		$	2.118
Expenses		(0.580	)		(0.613	)		(0.681	)		(0.635	)		(0.620	)
Net investment income	$	2.049		$	1.902		$	1.764		$	1.577		$	1.498
Net realized and unrealized gain (loss) on investments and foreign currency		7.657			(10.192	)		(1.667	)		0.839			(1.398	)
Change in unit value	$	9.706		$	(8.290	)	$	0.097		$	2.416		$	0.100
Unit value:
Net asset value — end of period	$	30.972		$	21.266		$	29.556		$	29.459		$	27.043
Total Return (%) (k)(r)(s)		45.64			(28.05	)		0.33			8.94			0.37
Ratios (%) (to average net assets):
Expenses before expense reductions (f)		2.45			2.46			2.35			2.42			2.38	(o)
Expenses after expense reductions (f)		2.30			2.30			2.30			2.32			2.35
Net investment income		8.08			7.09			5.93			5.71			5.64
Portfolio turnover (%)		56			62			66			88			53
Number of units outstanding at end of period (000 Omitted)		8			13			21			34			47

41

Financial Highlights — continued

	High Yield Variable Account
	Compass 3 – Level 2
	Years Ended 12/31
	2009			2008			2007			2006			2005
Per unit data: (d)
Net asset value — beginning of period	$	11.450		$	15.890		$	15.814		$	14.495		$	14.421
Investment income	$	1.416		$	1.380		$	1.310		$	1.202		$	1.142
Expenses		(0.298	)		(0.313	)		(0.344	)		(0.323	)		(0.312	)
Net investment income	$	1.118		$	1.067		$	0.966		$	0.879		$	0.830
Net realized and unrealized gain (loss) on investments and foreign currency		4.132			(5.507	)		(0.890	)		0.440			(0.756	)
Change in unit value	$	5.250		$	(4.440	)	$	0.076		$	1.319		$	0.074
Unit value:
Net asset value — end of period	$	16.700		$	11.450		$	15.890		$	15.814		$	14.495
Total Return (%) (k)(r)(s)		45.86			(27.94	)		0.48			9.10			0.52
Ratios (%) (to average net assets):
Expenses before expense reductions (f)		2.30			2.31			2.20			2.27			2.23	(o)
Expenses after expense reductions (f)		2.15			2.15			2.15			2.17			2.20
Net investment income		8.03			7.27			5.98			5.86			5.81
Portfolio turnover (%)		56			62			66			88			53
Number of units outstanding at end of period (000 Omitted)		493			558			579			774			937

(d) Per unit data is based on the average number of units outstanding during each period.

(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.

(k) The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown.

(o) Due to a revision, the ratios of expenses before expense reductions for the year ended December 31, 2005 not previously reported, were 2.28%, 2.38% and 2.23% for Compass 2, Compass 3, and Compass 3 – Level 2, respectively. There was no impact to net assets or the expenses charged to the contract holder.

(r) Certain expenses have been reduced without which performance would have been lower.

(s) From time to time the variable account may receive proceeds from litigation settlements, without which performance would be lower.

See notes to financial statements.

42

Financial Highlights

The financial highlights table is intended to help you understand the variable account’s financial performance for the past 5 years. Certain information reflects financial results for a single unit value. The total returns in the table represent the rate by which an investor would have earned (or lost) on an investment in the variable account held for the entire period.

	Money Market Variable Account
	Compass 2
	Years Ended 12/31
	2009			2008			2007			2006			2005
Per unit data: (d)
Net asset value — beginning of period	$	21.803		$	21.676		$	20.979		$	20.331		$	20.073
Investment income	$	0.078		$	0.567		$	1.145		$	1.051		$	0.661
Expenses		(0.357	)		(0.432	)		(0.431	)		(0.403	)		(0.403	)
Net investment income (loss)	$	(0.279	)	$	0.135		$	0.714		$	0.648		$	0.258
Net realized and unrealized gain (loss) on investments		(0.001	)		(0.008	)		(0.017	)(g)		—			(0.000	)(w)
Change in unit value	$	(0.280	)	$	0.127		$	0.697		$	0.648		$	0.258
Unit value:
Net asset value — end of period	$	21.523		$	21.803		$	21.676		$	20.979		$	20.331
Total Return (%) (k)(r)(s)		(1.28	)		0.58			3.32			3.19			1.29
Ratios (%) (to average net assets):
Expenses before expense reductions (f)		2.01			1.99			2.00			1.95			1.99
Expenses after expense reductions (f)		1.66			1.97			N/A			N/A			N/A
Net investment income (loss)		(1.27	)		0.61			3.29			3.15			1.38
Number of units outstanding at end of period (000 Omitted)		732			793			887			928			1,128
	Money Market Variable Account
	Compass 3
	Years Ended 12/31
	2009			2008			2007			2006			2005
Per unit data: (d)
Net asset value — beginning of period	$	17.790		$	17.704		$	17.152		$	16.638		$	16.443
Investment income	$	0.066		$	0.468		$	0.902		$	0.852		$	0.539
Expenses		(0.308	)		(0.364	)		(0.356	)		(0.338	)		(0.344	)
Net investment income (loss)	$	(0.242	)	$	0.104		$	0.546		$	0.514		$	0.195
Net realized and unrealized gain (loss) on investments		(0.004	)		(0.018	)		0.006	(g)		—			(0.000	)(w)
Change in unit value	$	(0.246	)	$	0.086		$	0.552		$	0.514		$	0.195
Unit value:
Net asset value — end of period	$	17.544		$	17.790		$	17.704		$	17.152		$	16.638
Total Return (%) (k)(r)(s)		(1.38	)		0.49			3.22			3.09			1.19
Ratios (%) (to average net assets):
Expenses before expense reductions (f)		2.11			2.09			2.10			2.05			2.09
Expenses after expense reductions (f)		1.76			2.07			N/A			N/A			N/A
Net investment income (loss)		(1.38	)		0.59			3.20			3.00			1.42
Number of units outstanding at end of period (000 Omitted)		18			45			64			131			218

43

Financial Highlights — continued

	Money Market Variable Account
	Compass 3 – Level 2
	Years Ended 12/31
	2009			2008			2007			2006			2005
Per unit data: (d)
Net asset value — beginning of period	$	13.415		$	13.330		$	12.895		$	12.491		$	12.326
Investment income	$	0.048		$	0.344		$	0.695		$	0.644		$	0.405
Expenses		(0.213	)		(0.257	)		(0.257	)		(0.240	)		(0.240	)
Net investment income (loss)	$	(0.165	)	$	0.087		$	0.438		$	0.404		$	0.165
Net realized and unrealized gain (loss) on investments		(0.001	)		(0.002	)		(0.003	)(g)		—			(0.000	)(w)
Change in unit value	$	(0.166	)	$	0.085		$	0.435		$	0.404		$	0.165
Unit value:
Net asset value — end of period	$	13.249		$	13.415		$	13.330		$	12.895		$	12.491
Total Return (%) (k)(r)(s)		(1.23	)		0.63			3.38			3.24			1.34
Ratios (%) (to average net assets):
Expenses before expense reductions (f)		1.96			1.94			1.95			1.90			1.94
Expenses after expense reductions (f)		1.61			1.92			N/A			N/A			N/A
Net investment income (loss)		(1.24	)		0.65			3.32			3.18			1.39
Number of units outstanding at end of period (000 Omitted)		1,332			1,673			1,871			1,969			2,384

(d) Per unit data is based on the average number of units outstanding during each period.

(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.

(g) The per unit amount varies from the net realized and unrealized gain/loss for the period because of the timing of sales of variable account units and the per unit amount of realized and unrealized gains and losses at such time.

(k) The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown.

(r) Certain expenses have been reduced without which performance would have been lower.

(s) From time to time the variable account may receive proceeds from litigation settlements, without which performance would be lower.

(w) Per unit amount was less than $0.001.

See notes to financial statements.

44

Financial Highlights

The financial highlights table is intended to help you understand the variable account’s financial performance for the past 5 years. Certain information reflects financial results for a single unit value. The total returns in the table represent the rate by which an investor would have earned (or lost) on an investment in the variable account held for the entire period.

	Total Return Variable Account
	Compass 2
	Years Ended 12/31
	2009			2008			2007			2006			2005
Per unit data: (d)
Net asset value — beginning of period	$	40.464		$	52.709		$	51.373		$	46.459		$	45.729
Investment income	$	1.601		$	1.748		$	1.832		$	1.749		$	1.521
Expenses		(0.892	)		(1.008	)		(1.126	)		(1.033	)		(0.970	)
Net investment income	$	0.709		$	0.740		$	0.706		$	0.716		$	0.551
Net realized and unrealized gain (loss) on investments and foreign currency		6.093			(12.985	)		0.630			4.198			0.179
Change in unit value	$	6.802		$	(12.245	)	$	1.336		$	4.914		$	0.730
Unit value:
Net asset value — end of period	$	47.266		$	40.464		$	52.709		$	51.373		$	46.459
Total Return (%) (k)(r)(s)		16.81			(23.23	)		2.60			10.58			1.60
Ratios (%) (to average net assets):
Expenses before expense reductions (f)		2.18			2.16			2.12			2.14			2.12
Expenses after expense reductions (f)		2.10			2.10			2.11			N/A			N/A
Net investment income		1.64			1.52			1.30			1.46			1.18
Portfolio turnover (%)		41			57			54			45			49
Number of units outstanding at end of period (000 Omitted)		685			807			948			1,156			1,349
	Total Return Variable Account
	Compass 3
	Years Ended 12/31
	2009			2008			2007			2006			2005
Per unit data: (d)
Net asset value — beginning of period	$	39.224		$	51.169		$	49.947		$	45.236		$	44.592
Investment income	$	1.505		$	1.645		$	1.770		$	1.645		$	1.450
Expenses		(0.902	)		(1.033	)		(1.165	)		(1.051	)		(1.019	)
Net investment income	$	0.603		$	0.612		$	0.605		$	0.594		$	0.431
Net realized and unrealized gain (loss) on investments and foreign currency		5.923			(12.557	)		0.617			4.117			0.213
Change in unit value	$	6.526		$	(11.945	)	$	1.222		$	4.711		$	0.644
Unit value:
Net asset value — end of period	$	45.750		$	39.224		$	51.169		$	49.947		$	45.236
Total Return (%) (k)(r)(s)		16.64			(23.34	)		2.45			10.42			1.45
Ratios (%) (to average net assets):
Expenses before expense reductions (f)		2.33			2.31			2.27			2.29			2.27
Expenses after expense reductions (f)		2.25			2.25			2.26			N/A			N/A
Net investment income		1.50			1.33			1.18			1.28			0.97
Portfolio turnover (%)		41			57			54			45			49
Number of units outstanding at end of period (000 Omitted)		48			74			107			142			217

45

Financial Highlights — continued

	Total Return Variable Account
	Compass 3 – Level 2
	Years Ended 12/31
	2009			2008			2007			2006			2005
Per unit data: (d)
Net asset value — beginning of period	$	19.077		$	24.850		$	24.220		$	21.903		$	21.559
Investment income	$	0.740		$	0.807		$	0.849		$	0.812		$	0.710
Expenses		(0.417	)		(0.471	)		(0.527	)		(0.484	)		(0.457	)
Net investment income	$	0.323		$	0.336		$	0.322		$	0.328		$	0.253
Net realized and unrealized gain (loss) on investments and foreign currency		2.884			(6.109	)		0.308			1.989			0.091
Change in unit value	$	3.207		$	(5.773	)	$	0.630		$	2.317		$	0.344
Unit value:
Net asset value — end of period	$	22.284		$	19.077		$	24.850		$	24.220		$	21.903
Total Return (%) (k)(r)(s)		16.81			(23.23	)		2.60			10.58			1.60
Ratios (%) (to average net assets):
Expenses before expense reductions (f)		2.18			2.16			2.12			2.14			2.12
Expenses after expense reductions (f)		2.10			2.10			2.11			N/A			N/A
Net investment income		1.61			1.49			1.28			1.44			1.17
Portfolio turnover (%)		41			57			54			45			49
Number of units outstanding at end of period (000 Omitted)		3,136			3,572			4,116			4,695			5,462

(d) Per unit data is based on the average number of units outstanding during each year.

(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.

(k) The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown.

(r) Certain expenses have been reduced without which performance would have been lower.

(s) From time to time the variable account may receive proceeds from litigation settlements, without which performance would be lower.

See notes to financial statements.

46

Notes to Financial Statements

(1) Business and Organization

Capital Appreciation Variable Account, Global Governments Variable Account, Government Securities Variable Account, High Yield Variable Account, Money Market Variable Account, and Total Return Variable Account (the variable account(s)) are separate accounts established by Sun Life Assurance Company of Canada (U.S.), the Sponsor, in connection with the issuance of Compass 2 and Compass 3 combination fixed/variable annuity contracts. The variable accounts operate as open-end management investment companies as those terms are defined in the Investment Company Act of 1940, as amended.

(2) Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the variable accounts’ Statement of Assets and Liabilities through February 16, 2010 which is the date that the financial statements were issued. The High Yield Variable Account may invest up to 100% of its portfolio in high-yield securities rated below investment grade. Investments in high-yield securities involve greater degrees of credit and market risk than investments in higher-rated securities and tend to be more sensitive to economic conditions. The Government Securities Variable Account and Total Return Variable Account may invest a significant portion of its assets in asset-backed and/or mortgage-backed securities. The value of these securities may depend, in part, on the issuer’s or borrower’s credit quality or ability to pay principal and interest when due and may fall if an issuer or borrower defaults on its obligation to pay principal or interest or if the instrument’s credit rating is downgraded by a credit rating agency. U.S. Government securities not supported as to the payment of principal or interest by the U.S. Treasury, such as those issued by Fannie Mae, Freddie Mac, and the Federal Home Loan Banks, are subject to greater credit risk than are U.S. Government securities supported by the U.S. Treasury, such as those issued by Ginnie Mae. The Capital Appreciation Variable Account, Global Governments Variable Account, High Yield Variable Account, and Total Return Variable Account can invest in foreign securities, including securities of emerging market issuers. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s legal, political, and economic environment. The markets of emerging markets countries are generally more volatile than the markets of developed countries with more mature economies. All of the risks of investing in foreign securities previously described are heightened when investing in emerging markets countries.

Investment Valuations – Pursuant to procedures approved by the Board of Managers, investments held by the Money Market Variable Account are generally valued at amortized cost, which approximates market value. Amortized cost involves valuing an instrument at its cost as adjusted for amortization of premium or accretion of discount rather than its current market value. The amortized cost value of an instrument can be different from the market value of an instrument. Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price as provided by a third-party pricing service on the market or exchange on which they are primarily traded. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation as provided by a third-party pricing service on the market or exchange on which such securities are primarily traded. Equity securities held short, for which there were no sales reported for that day, are generally valued at the last quoted daily ask quotation as provided by a third-party pricing service on the market or exchange on which such securities are primarily traded. Debt instruments and floating rate loans (other than short-term instruments), including restricted debt instruments, are generally valued at an evaluated or composite bid as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less generally are valued at amortized cost, which approximates market value. Exchange-traded options are generally valued at the last sale or official closing price as provided by a third-party pricing service on the exchange on which such options are primarily traded. Exchange-traded options for which there were no sales reported that day are generally valued at the last daily bid quotation as provided by a third-party pricing service on the exchange on which such options are primarily traded. Options not traded on an exchange are generally valued at a broker/dealer bid quotation. Foreign currency options are generally valued using an external pricing model that uses market data from a third-party source. Futures contracts are generally valued at last posted settlement price as provided by a third-party pricing service on the market on which they are primarily traded. Futures contracts for which there were no trades that day for a particular position are generally valued at the closing bid quotation as provided by a third-party pricing service on the market on which such futures contracts are primarily traded. Forward foreign currency contracts are generally valued at the mean of bid and asked prices for the time period interpolated from rates provided by a third-party pricing service for proximate time periods. Swaps are generally valued at valuations provided by a third-party pricing service. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. Values obtained from third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.

The Board of Managers has delegated primary responsibility for determining or causing to be determined the value of the variable accounts’ investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Managers. Under the variable accounts’ valuation policies and procedures,

47

Notes to Financial Statements — continued

market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of each variable account’s net asset value, or after the halting of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. Events that occur on a frequent basis after foreign markets close (such as developments in foreign markets and significant movements in the U.S. markets) and prior to the determination of each variable account’s net asset value may be deemed to have a material affect on the value of securities traded in foreign markets. Accordingly, the variable accounts’ foreign equity securities may often be valued at fair value. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating each variable account’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine each variable account’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the variable accounts could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which each variable account determines its net asset value per share.

Various inputs are used in determining the value of each variable account’s assets or liabilities carried at market value. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The variable accounts’ assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. Other financial instruments are derivative instruments not reflected in total investments, such as futures, forwards, swap contracts, and written options. The following is a summary of the levels used as of December 31, 2009 in valuing each variable account’s assets or liabilities carried at market value:

Capital Appreciation Variable Account

Investments at Value	Level 1	Level 2	Level 3	Total
Equity Securities:
United States	$119,523,068	$—	$—	$119,523,068
France	1,473,061	1,426,870	—	2,899,931
Switzerland	—	2,495,384	—	2,495,384
Taiwan	1,284,895	—	—	1,284,895
South Korea	—	1,284,405	—	1,284,405
United Kingdom	—	1,172,275	—	1,172,275
Brazil	789,513	—	—	789,513
Australia	725,978	—	—	725,978
Mexico	420,182	—	—	420,182
Mutual Funds	1,026,944	—	—	1,026,944
Total Investments	$125,243,641	$6,378,934	$—	$131,622,575

Global Governments Variable Account

Investments at Value	Level 1	Level 2		Level 3	Total
U.S. Treasury Bonds & U.S. Government Agency & Equivalents	$—	$1,509,625		$—	$1,509,625
Non-U.S. Sovereign Debt	—	5,162,757		—	5,162,757
Corporate Bonds	—	61,999		—	61,999
Residential Mortgage-Backed Securities	—	279,548		—	279,548
Commercial Mortgage-Backed Securities	—	112,611		—	112,611
Mutual Funds	444,688	—		—	444,688
Total Investments	$444,688	$7,126,540		$—	$7,571,228
Other Financial Instruments
Forward Currency Contracts	$—	$(22,500	)	$—	$(22,500	)

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Notes to Financial Statements — continued

Government Securities Variable Account

Investments at Value	Level 1		Level 2	Level 3	Total
U.S. Treasury Bonds & U.S. Government Agency & Equivalents	$—		$15,111,787	$—	$15,111,787
Municipal Bonds	—		2,519,849	—	2,519,849
Corporate Bonds	—		121,265		121,265
Residential Mortgage-Backed Securities	—		39,563,220	—	39,563,220
Commercial Mortgage-Backed Securities	—		817,448	—	817,448
Mutual Funds	2,776,082		—	—	2,776,082
Total Investments	$2,776,082		$58,133,569	$—	$60,909,651
Other Financial Instruments
Futures	$(39,057	)	$—	$—	$(39,057)

High Yield Variable Account

Investments at Value	Level 1	Level 2	Level 3	Total
Equity Securities:
United States	$582,898	$64,030	$6,948	$653,876
Canada	8,882	—	—	8,882
Non-U.S. Sovereign Debt	—	52,374	—	52,374
Corporate Bonds	—	31,239,110	—	31,239,110
Commercial Mortgage-Backed Securities	—	1,073,872	—	1,073,872
Floating Rate Loans	—	2,113,728	—	2,113,728
Asset-Backed Securities (including CDO’s)	—	23,909	—	23,909
Foreign Bonds	—	4,074,435	—	4,074,435
Other Fixed Income Securities	—	189,655	—	189,655
Mutual Funds	996,965	—	—	996,965
Total Investments	$1,588,745	$38,831,113	$6,948	$40,426,806
Other Financial Instruments
Forward Currency Contracts	$—	$6,319	$—	$6,319

Following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value.

The table presents the activity of Level 3 securities held at the beginning and the end of the period.

	Equity Securities
Balance as of 12/31/08	$—
Accrued discounts/premiums	—
Realized gain (loss)	—
Change in urealized appreciation (depreciation)	1,767
Net purchases (sales)	5,181
Transfers in and/or out of Level 3	—
Balance as of 12/31/09	$6,948

Money Market Variable Account

Investments at Value	Level 1	Level 2	Level 3	Total
Short Term Securities	$—	$33,998,365	$—	$33,998,365

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Notes to Financial Statements — continued

Total Return Variable Account

Investments at Value	Level 1	Level 2	Level 3	Total
Equity Securities:
United States	$57,051,202	$—	$—	$57,051,202
United Kingdom	—	1,688,391	—	1,688,391
France	1,195,627	169,726	—	1,365,353
Switzerland	—	1,353,622	—	1,353,622
Netherlands	144,103	182,900	—	327,003
Germany	154,651	—	—	154,651
Finland	145,077	—	—	145,077
Canada	98,935	—	—	98,935
U.S. Treasury Bonds & U.S. Government Agency & Equivalents	—	10,999,887	—	10,999,887
Non-U.S. Sovereign Debt	—	930,109	—	930,109
Municipal Bonds	—	362,535	—	362,535
Corporate Bonds	—	8,461,980	—	8,461,980
Residential Mortgage-Backed Securities	—	16,116,406	—	16,116,406
Commercial Mortgage-Backed Securities	—	2,385,359	—	2,385,359
Asset-Backed Securities (including CDOs)	—	86,006	—	86,006
Foreign Bonds	—	2,733,530	—	2,733,530
Mutual Funds	654,933	—	—	654,933
Total Investments	$59,444,528	$45,470,451	$—	$104,914,979

For further information regarding security characteristics, see the Portfolios of Investments.

Repurchase Agreements – The variable accounts may enter into repurchase agreements with approved counterparties. Each repurchase agreement is recorded at cost. The variable accounts require that the securities collateral in a repurchase transaction be transferred to a custodian. The variable accounts monitor, on a daily basis, the value of the collateral to ensure that its value, including accrued interest, is greater than amounts owed to the variable accounts under each such repurchase agreement. The variable accounts and other funds managed by MFS may utilize a joint trading account for the purpose of entering into one or more repurchase agreements.

Inflation-Adjusted Debt Securities – Certain variable accounts invest in inflation-adjusted debt securities issued by the U.S. Treasury. The variable accounts may also invest in inflation-adjusted debt securities issued by U.S. Government agencies and instrumentalities other than the U.S. Treasury and by other entities such as U.S. and foreign corporations and foreign governments. The principal value of these debt securities is adjusted through income according to changes in the Consumer Price Index or another general price or wage index. These debt securities typically pay a fixed rate of interest, but this fixed rate is applied to the inflation-adjusted principal amount. The principal paid at maturity of the debt security is typically equal to the inflation-adjusted principal amount, or the security’s original par value, whichever is greater. Other types of inflation-adjusted securities may use other methods to adjust for other measures of inflation.

Foreign Currency Translation – Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

Derivatives – Certain variable accounts may use derivatives for different purposes, including to earn income and enhance returns, to increase or decrease exposure to a particular market, to manage or adjust the risk profile of the variable accounts, or as alternatives to direct investments. Derivatives may be used for hedging or non-hedging purposes. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. When the variable accounts use derivatives as an investment to increase market exposure, or for hedging purposes, gains and losses from derivative instruments may be substantially greater than the derivative’s original cost.

In this reporting period the variable accounts adopted the disclosure provisions of FASB Accounting Standard Codification 815, Derivatives and Hedging (“ASC 815”). ASC 815 requires enhanced disclosures about each variable account’s use of and accounting for derivative instruments and the effect of derivative instruments on each variable account’s results of operations and financial position. Tabular disclosure regarding derivative fair value and gain/loss by contract type (e.g., interest rate contracts, foreign exchange contracts, credit contracts, etc.) is required and derivatives accounted for as hedging instruments under ASC 815 must be disclosed separately from those that do not qualify for hedge accounting. Even though the variable accounts may use derivatives in an attempt to achieve an economic hedge, each variable account’s derivatives are not accounted for as hedging instruments under ASC 815 because investment companies account for their derivatives at fair value and record any changes in fair value in current period earnings.

50

Notes to Financial Statements — continued

Derivative instruments include written options, purchased options, futures contracts, forward foreign currency exchange contracts, and swap agreements. The Global Governments Variable Account, Government Securities Variable Account, and High Yield Variable Account period end derivatives, as presented in the Portfolio of Investments and the associated Derivative Contract Tables, generally are indicative of the volume of its derivative activity during the period.

The following tables present, by major type of derivative contract, the fair value, on a gross basis, of the asset and liability components of derivatives held by the Global Governments Variable Account, Government Securities Variable Account, and High Yield Variable Account at December 31, 2009:

Global Governments Variable Account

		Asset Derivatives		Liability Derivatives
		Location on Statement of Assets and Liabilities	Fair Value	Location on Statement of Assets and Liabilities	Fair Value
Foreign Exchange Contracts Not Accounted For as Hedging Instruments Under ASC 815	Forward Foreign Currency Exchange Contracts	Receivable for forward foreign currency exchange contracts	$26,072	Payable for forward foreign currency exchange contracts	$(48,572	)

Government Securities Variable Account

		Asset Derivatives			Liability Derivatives
		Location on Statement of Assets and Liabilities	Fair Value		Location on Statement of Assets and Liabilities	Fair Value
Interest Rate Contracts Not Accounted For as Hedging Instruments Under ASC 815	Interest Rate Futures	Payable for daily variation margin on open futures contracts	$9,884(a	)	Payable for daily variation margin on open futures contracts	$(48,941	)(a)

(a) Includes cumulative appreciation/depreciation of futures contracts as reported in the variable account’s Portfolio of Investments. Only the current day’s variation margin for futures contracts of $ (5,375) is reported within the variable account’s Statement of Assets and Liabilities.

High Yield Variable Account

		Asset Derivatives		Liability Derivatives
		Location on Statement of Assets and Liabilities	Fair Value	Location on Statement of Assets and Liabilities	Fair Value
Foreign Exchange Contracts Not Accounted For as Hedging Instruments Under ASC 815	Forward Foreign Currency Exchange Contracts	Receivable for forward foreign currency exchange contracts	$11,642	Payable for forward foreign currency exchange contracts	$(5,323	)

The following tables present, by major type of derivative contract, the realized gain (loss) on derivatives held by the Global Governments Variable Account, Government Securities Variable Account, and High Yield Variable Account for the year ended December 31, 2009 as reported in the Statement of Operations:

Global Governments Variable Account

	Investment Transactions (i.e., Purchased Options)		Futures Contracts	Foreign Currency Transactions		Total
Interest Rate Contracts	$(707	)	$6,177	$—		$5,470
Foreign Exchange Contracts	(240	)	—	(15,074	)	(15,314	)
Total	$(947	)	$6,177	$(15,074	)	$(9,844	)

Government Securities Variable Account

	Investment Transactions (i.e., Purchased Options)		Futures Contracts	Total
Interest Rate Contracts	$(26,957	)	$120,261	$93,304

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Notes to Financial Statements — continued

High Yield Variable Account

	Foreign Currency Transactions		Swap Transactions		Total
Foreign Exchange Contracts	$(8,849	)	$—		$(8,849	)
Credit Contracts	—		(543,848	)	(543,848	)
Total	$(8,849	)	$(543,848	)	$(552,697	)

The following tables present, by major type of derivative contract, the change in unrealized appreciation (depreciation) on derivatives held by the Global Governments Variable Account, Government Securities Variable Account, and High Yield Variable Account for the year ended December 31, 2009 as reported in the Statement of Operations:

Global Governments Variable Account

	Translation of Assets and Liabilities in Foreign Currencies
Foreign Exchange Contracts	$(44,241	)

Government Securities Variable Account

	Futures Contracts
Interest Rate Contracts	$117,165

High Yield Variable Account

	Translation of Assets and Liabilities in Foreign Currencies		Swap Transactions	Total
Foreign Exchange Contracts	$(4,060	)	$—	$(4,060	)
Credit Contracts	—		488,867	488,867
Total	$(4,060	)	$488,867	$484,807

For the year ended December 31, 2009, the Capital Appreciation Variable Account, Money Market Variable Account, and Total Return Variable Account did not invest in any derivative instruments.

Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain over-the-counter derivatives, certain variable accounts attempt to reduce its exposure to counterparty credit risk whenever possible by entering into an International Swaps and Derivatives Association (ISDA) Master Agreement on a bilateral basis with each of the counterparties with whom it undertakes a significant volume of transactions. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a certain deterioration in the credit quality of the other party. The ISDA Master Agreement gives the variable accounts the right, upon an event of default by the applicable counterparty or a termination of the agreement, to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the variable accounts’ credit risk to such counterparty equal to any amounts payable by the variable accounts under the applicable transactions, if any. However, absent an event of default by the counterparty or a termination of the agreement, the ISDA Master Agreement does not result in an offset of reported balance sheet assets and liabilities across transactions between the variable accounts and the applicable counterparty.

Collateral requirements differ by type of derivative. Collateral or margin requirements are set by the broker or exchange clearing house for exchange traded derivatives (i.e., futures and exchange-traded options) while collateral terms are contract specific for over-the-counter traded derivatives (i.e., forwards, swaps and over-the-counter options). For derivatives traded under an ISDA Master Agreement, the collateral requirements are netted across all transactions traded under such agreement and one amount is posted from one party to the other to collateralize such obligations. Cash collateral that has been pledged to cover obligations of the variable accounts under derivative contracts will be reported separately on the Statement of Assets and Liabilities as restricted cash. Securities collateral pledged for the same purpose is noted in the Portfolio of Investments.

Purchased Options – Certain variable accounts may purchase call or put options for a premium. Purchased options entitle the holder to buy or sell a specified number of shares or units of a particular security, currency or index at a specified price at a specified date or within a specified period of time. Purchasing call options may be used to hedge against an anticipated increase in the dollar cost of securities or currency to be acquired or to increase the variable accounts’ exposure to an underlying instrument. Purchasing put options may hedge against a decline in the value of portfolio securities or currency.

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Notes to Financial Statements — continued

The premium paid is initially recorded as an investment in the Statement of Assets and Liabilities. That investment is subsequently marked-to-market daily with the difference between the premium paid and the market value of the purchased option being recorded as unrealized appreciation or depreciation. Premiums paid for purchased options which have expired are treated as realized losses on investments in the Statement of Operations. Upon the exercise or closing of a purchased option, the premium paid is either added to the cost of the security or financial instrument in the case of a call option, or offset against the proceeds on the sale of the underlying security or financial instrument in the case of a put option, in order to determine the realized gain or loss on investments.

The risk in purchasing an option is that the variable accounts pay a premium whether or not the option is exercised. The variable accounts’ maximum risk of loss due to counterparty credit risk is limited to the market value of the option. For over-the-counter options, this risk is mitigated in cases where there is an ISDA Master Agreement between the variable accounts and the counterparty providing for netting as described above and for posting of collateral by the counterparty to the variable accounts to cover the variable accounts’ exposure to the counterparty under such ISDA Master Agreement.

Futures Contracts – Certain variable accounts may use futures contracts to gain or to hedge against broad market, interest rate or currency exposure. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.

Upon entering into a futures contract, the variable accounts are required to deposit with the broker, either in cash or securities, an initial margin in an amount equal to a certain percentage of the notional amount of the contract. Subsequent payments (variation margin) are made or received by the variable accounts each day, depending on the daily fluctuations in the value of the contract, and are recorded for financial statement purposes as unrealized gain or loss by the variable accounts until the contract is closed or expires at which point the gain or loss on futures is realized.

The variable accounts bear the risk of interest rates, exchange rates or securities prices moving unexpectedly, in which case, the variable accounts may not achieve the anticipated benefits of the futures contracts and may realize a loss. While futures may present less counterparty risk to the variable account since the contracts are exchange traded and the exchange’s clearinghouse guarantees payments to the broker, there is still counterparty credit risk due to the insolvency of the broker. The variable accounts’ maximum risk of loss due to counterparty credit risk is equal to the margin posted by the variable accounts to the broker plus any gains or minus any losses on the outstanding futures contracts.

Forward Foreign Currency Exchange Contracts – Certain variable accounts may enter into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date to hedge the variable accounts’ currency risk or for non-hedging purposes. For hedging purposes, the variable accounts may enter into contracts to deliver or receive foreign currency that the variable accounts will receive from or use in its normal investment activities. The variable accounts may also use contracts to hedge against declines in the value of foreign currency denominated securities due to unfavorable exchange rate movements. For non-hedging purposes, the variable accounts may enter into contracts with the intent of changing the relative exposure of the variable accounts’ portfolio of securities to different currencies to take advantage of anticipated exchange rate changes.

Forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any unrealized gains or losses are recorded as a receivable or payable for forward foreign currency exchange contracts until the contract settlement date. On contract settlement date, any gain or loss on the contract is recorded as realized gains or losses on foreign currency transactions.

Risks may arise upon entering into these contracts from unanticipated movements in the value of the contract and from the potential inability of counterparties to meet the terms of their contracts. The variable accounts’ maximum risk due to counterparty credit risk is the notional amount of the contract. This risk is mitigated in cases where there is an ISDA Master Agreement between the variable accounts and the counterparty providing for netting as described above and for posting of collateral by the counterparty to the variable accounts to cover the variable accounts’ exposure to the counterparty under such ISDA Master Agreement.

Swap Agreements – Certain variable account may enter into swap agreements. A swap is generally an exchange of cash payments, at specified intervals or upon the occurrence of specified events, between the variable accounts and a counterparty. The net cash payments exchanged are recorded as a realized gain or loss on swap transactions in the Statement of Operations. The value of the swap, which is adjusted daily and includes any related interest accruals to be paid or received by the variable accounts, is recorded on the Statement of Assets and Liabilities. The daily change in value, including any related interest accruals to be paid or received, is recorded as unrealized appreciation or depreciation on swap transactions in the Statement of Operations. Amounts paid or received at the inception of the swap are reflected as premiums paid or received on the Statement of Assets and Liabilities and are amortized using the effective interest method over the term of the agreement. A liquidation payment received or made upon early termination is recorded as a realized gain or loss on swap transactions in the Statement of Operations.

Risks related to swap agreements include the possible lack of a liquid market, unfavorable market and interest rate movements of the underlying instrument and the failure of the counterparty to perform under the terms of the agreements. To address counterparty risk, swap transactions are limited to only highly-rated counterparties. The risk is further mitigated by having an ISDA Master Agreement between the variable accounts and the counterparty providing for netting as described above and by the posting of collateral by the counterparty to the variable accounts to cover the variable accounts’ exposure to the counterparty under such ISDA Master Agreement.

The variable accounts may enter into credit default swaps to manage its exposure to the market or certain sectors of the market, to reduce its credit risk exposure to defaults of corporate and sovereign issuers or to create exposure to corporate or sovereign issuers to which it is not otherwise

53

Notes to Financial Statements — continued

exposed. In a credit default swap, the protection buyer can make an upfront payment and will make a stream of payments based on a fixed percentage applied to the contract notional amount to the protection seller in exchange for the right to receive a specified return upon the occurrence of a defined credit event on the reference obligation (which may be either a single security or a basket of securities issued by corporate or sovereign issuers) and, with respect to the rare cases where physical settlement applies, the delivery by the buyer to the seller of a defined deliverable obligation. Although contract-specific, credit events generally consist of a combination of the following: bankruptcy, failure to pay, restructuring, obligation acceleration, obligation default, or repudiation/moratorium, each as defined in the 2003 ISDA Credit Derivatives Definitions as amended by the relevant contract. Restructuring is generally not applicable when the reference obligation is issued by a North American corporation and obligation acceleration, obligation default, or repudiation/moratorium are generally only applicable when the reference obligation is issued by a sovereign entity or an entity in an emerging country. Upon determination of the final price for the deliverable obligation (or upon delivery of the deliverable obligation in the case of physical settlement), the difference between the value of the deliverable obligation and the swap’s notional amount is recorded as realized gain or loss on swap transactions in the Statement of Operations.

The variable accounts’ maximum risk of loss from counterparty risk, either as the protection seller or as the protection buyer, is the fair value of the contract. This risk is mitigated by having an ISDA Master Agreement between the variable accounts and the counterparty providing for netting as described above and by the posting of collateral by the counterparty to the variable accounts to cover the variable accounts’ exposure to the counterparty under such ISDA Master Agreement.

Dollar Roll Transactions – Certain variable accounts enter into dollar roll transactions, with respect to mortgage backed securities issued by Ginnie Mae, Fannie Mae, and Freddie Mac, in which the variable accounts sell mortgage backed securities to financial institutions and simultaneously agrees to accept substantially similar (same type, coupon, and maturity) securities at a later date at an agreed-upon price. During the period between the sale and repurchase in a dollar roll transaction the variable accounts will not be entitled to receive interest and principal payments on the securities sold but is compensated by interest earned on the proceeds of the initial sale and by a lower purchase price on the securities to be repurchased which enhances the variable accounts’ total return. The variable accounts account for dollar roll transactions as purchases and sales. If certain criteria are met these dollar roll transactions may be considered a financing transaction whereby the difference in the sales price and the future purchase price is recorded as an adjustment to interest income.

Hybrid Instruments – Certain variable accounts may invest in indexed or hybrid securities on which any combination of interest payments, the principal or stated amount payable at maturity is determined by reference to prices of other securities, currencies, indices, economic factors or other measures, including interest rates, currency exchange rates, or securities indices. The risks of investing in hybrid instruments reflect a combination of the risks of investing in securities, swaps, options, futures and currencies. Hybrid instruments are potentially more volatile and carry greater market risks than traditional debt instruments. Depending on the structure of the particular hybrid instrument, changes in a benchmark, underlying assets or economic indicator may be magnified by the terms of the hybrid instrument and have an even more dramatic and substantial effect upon the value of the hybrid instrument. Also, the prices of the hybrid instrument and the benchmark, underlying asset or economic indicator may not move in the same direction or at the same time.

Loans and Other Direct Debt Instruments – Certain variable accounts may invest in loans and loan participations or other receivables. These investments may include standby financing commitments, including revolving credit facilities, which obligate the variable accounts to supply additional cash to the borrower on demand. At December 31, 2009, the High Yield Variable Account had unfunded loan commitments of $9,748, which could be extended at the option of the borrower and which are covered by sufficient cash and/or liquid securities held by the High Yield Variable Account. The market value and obligation of the High Yield Variable Account on these unfunded loan commitments is included in Investments, at value and Payable for investments purchased, respectively, on the Statement of Assets and Liabilities. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary.

Indemnifications – Under the variable accounts’ organizational documents, its officers and Managers may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the variable accounts. Additionally, in the normal course of business, the variable accounts enter into agreements with service providers that may contain indemnification clauses. The variable accounts’ maximum exposure under these agreements is unknown as this would involve future claims that may be made against the variable accounts that have not yet occurred.

Investment Transactions and Income – Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles. Certain variable accounts earn certain fees in connection with its floating rate loan purchasing activities. These fees are in addition to interest payments earned and may include amendment fees, commitment fees, facility fees, consent fees, and prepayment fees. Commitment fees are recorded on an accrual basis as income in the accompanying financial statements. Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted upward or downward to the rate of inflation. Interest is accrued based on the principal value, which is adjusted for inflation. Any increase or decrease in the principal amount of an inflation-indexed bond is generally recorded as an increase or decrease in interest income, respectively, even though the adjusted principal is not received until maturity. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the variable accounts are informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend and interest payments received in additional securities are recorded on the ex-dividend or ex-interest date in an amount equal to the value of the security on such date. The variable accounts may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized

54

Notes to Financial Statements — continued

gain/loss if the security has been disposed of by the variable accounts or in unrealized gain/loss if the security is still held by the variable accounts. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.

Certain variable accounts may enter into “TBA” (to be announced) purchase commitments to purchase securities for a fixed unit price at a future date. Although the unit price has been established, the principal value has not been finalized. However, the principal amount of the commitments will not fluctuate more than 0.01%. The variable accounts hold, and maintain until settlement date, cash or high-grade debt obligations in an amount sufficient to meet the purchase price, or the variable accounts may enter into offsetting contracts for the forward sale of other securities it owns. Income on the securities will not be earned until settlement date. TBA purchase commitments may be considered securities in themselves, and involve a risk of loss if the value of the security to be purchased declines prior to settlement date, which is in addition to the risk of decline in the value of the variable accounts’ other assets. Unsettled TBA purchase commitments are valued at the current market value of the underlying securities.

Certain variable accounts may enter into “TBA” (to be announced) sale commitments to hedge its portfolio positions or to sell mortgage-backed securities it owns under delayed delivery arrangements. Proceeds of TBA sale commitments are not received until the contractual settlement date. During the time a TBA sale commitment is outstanding, equivalent deliverable securities, or an offsetting TBA purchase commitment deliverable on or before the sale commitment date, are held as “cover” for the transaction.

Fees Paid Indirectly – The variable accounts’ custody fee may be reduced according to an arrangement that measures the value of cash deposited with the custodian by the variable accounts. This amount, for the year ended December 31, 2009, is shown as a reduction of total expenses on the Statement of Operations.

Federal Income Taxes – The variable accounts are funding vehicles for individual variable annuities. The operations of the variable accounts are part of the operations of Sun Life Assurance Company of Canada (U.S.), the Sponsor, and are not taxed separately; the variable accounts are not taxed as regulated investment companies. The Sponsor qualifies for the federal income tax treatment granted to life insurance companies under Subchapter L of the Internal Revenue Code. Accordingly, no provision for federal income or excise tax is necessary. Foreign taxes have been provided for on interest and dividend income earned on foreign investments in accordance with the applicable country’s tax rates and to the extent unrecoverable are recorded as a reduction of investment income.

(3) Annuity Reserves

Annuity reserves for contracts with annuity commencement dates prior to January 1, 1987 have been calculated using the 1971 Individual Annuitant Mortality Table. Annuity reserves for contracts with annuity commencement dates between January 1, 1987 and December 31, 1998 have been calculated using the 1983 Individual Annuitant Mortality Table. Annuity reserves for contracts with annuity commencement dates on or after January 1, 1999 have been calculated using the Annuity Mortality 2000 table. Annuity reserves for contracts in payment period are calculated using an assumed interest rate of 4%. Required adjustments are accomplished by transfers to or from the Sponsor.

(4) Transactions with Affiliates

Investment Adviser – Each variable account has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the variable accounts. The management fee is computed daily and paid monthly at the following annual rates based on a percentage of each variable account’s average daily net assets:

	Annual Rate of Management Fee Based on Average Daily Net Assets Not Exceeding $300 Million		Annual Rate of Management Fee Based on Average Daily Net Assets In Excess of $300 Million		Effective Management Fees
Capital Appreciation Variable Account	0.75	%	0.675	%	0.75	%
Global Governments Variable Account	0.75	%	0.675	%	0.75	%
Government Securities Variable Account	0.55	%	0.495	%	0.55	%
High Yield Variable Account	0.75	%(a)	0.675	%	0.70	%
Money Market Variable Account	0.50	%(b)	0.500	%(b)	0.20	%(c)
Total Return Variable Account	0.75	%	0.675	%	0.75	%

(a) The investment adviser has agreed in writing to reduce its management fee to 0.70% for the first $300 million of average daily net assets. This written agreement will continue until April 30, 2011. This management fee reduction amounted to $18,135, which is shown as a reduction of total expenses in the Statement of Operations.

(b) The investment adviser has agreed in writing to reduce its management fee to 0.45% of average daily net assets in excess of $500 million. This written agreement will continue until modified or rescinded by the variable account’s contract holders, but such agreement will continue at least until April 30, 2010. For the year ended December 31, 2009, the variable account’s average daily net assets did not exceed $500 million, and therefore, the management fee was not reduced under this agreement.

(c) During the year ended December 31, 2009, MFS voluntarily waived receipt of $111,264, of the variable account’s management fee in order to avoid a negative yield. For the year ended December 31, 2009, this voluntary waiver had the effect of reducing the management fee by 0.30% of average daily net assets on an annualized basis.

The investment adviser has agreed in writing to pay the variable accounts’ total annual operating expenses, exclusive of interest, taxes, brokerage commissions, to the extent permitted, extraordinary expenses, mortality and expense risk and distribution expense risk charges, and contract maintenance charges, such that total annual operating expenses do not exceed 1.25% annually of the average daily net assets of each variable account. These agreements are contained in the investment advisory agreement between MFS and the variable accounts and may not be rescinded without shareholder approval. For the year ended December 31, 2009, this reduction amounted to $65,388 for the Global Governments Variable

55

Notes to Financial Statements — continued

Account and is reflected as a reduction of total expenses in the Statement of Operations. Each of the other variable accounts did not exceed the limit and therefore, the investment advisor did not pay any portion of the variable accounts’ expenses under this agreement. In addition, the investment adviser has agreed in writing to pay a portion of total annual operating expenses of the variable accounts listed below, exclusive of interest, taxes, extraordinary expenses, brokerage and transaction costs, mortality and expense risk and distribution expense risk charges, contract maintenance charges, and investment-related expenses, such that the total annual operating expenses of these variable accounts do not exceed the expense limitations indicated below, based on the average daily net assets of such variable accounts. These written agreements will continue until April 30, 2011. For the year ended December 31, 2009, these reductions under this agreement amounted to the following for each variable account and are reflected as a reduction of total expenses in the Statement of Operations:

	Expense Limitation		Expense Reduction
Capital Appreciation Variable Account	0.82	%	$67,765
High Yield Variable Account	0.90	%	34,590
Money Market Variable Account	0.65	%	22,364
Total Return Variable Account	0.85	%	81,127

Contract Charges – The Sponsor makes a deduction from the variable accounts at the end of each valuation period, during both the accumulation period and after annuity payments begin, for assuming the mortality and expense risks under the contracts. The rate of the deduction may be changed annually but in no event may it exceed 1.25% of the average net assets of each variable account attributable to Compass 3 contracts, or, with respect to Compass 2 contracts, 1.30% of the assets of Capital Appreciation Variable Account, Government Securities Variable Account, High Yield Variable Account, and Money Market Variable Account, or 1.25% of the assets of Global Governments Variable Account, and Total Return Variable Account attributable to such contracts.

For assuming the distribution expense risk under Compass 3 contracts, the Sponsor makes a deduction from the variable accounts at the end of each valuation period for the first seven contract years at an effective annual rate of 0.15% of the net assets of the variable accounts attributable to such contracts. Contracts are transferred from Compass 3 to Compass 3 — Level 2 in the month following the seventh contract anniversary. No deduction is made after the seventh contract anniversary. No deduction is made with respect to assets attributable to Compass 2 contracts.

Each year, on the contract anniversary, a contract maintenance charge of $25 with respect to Compass 2 contracts and $30 with respect to Compass 3 contracts is deducted from each contract’s accumulation account and paid the Sponsor to cover administrative expenses relating to the contract. After the annuity commencement date, the annual contract maintenance charge is deducted pro rata from each annuity payment made during the year.

The Sponsor does not deduct a sales charge from purchase payments. However, a withdrawal charge (contingent deferred sales charge) may be deducted to cover certain expenses relating to the sale of the contract. In no event shall the aggregate withdrawal charges (including the distribution expense charge described above applicable to Compass 3 contracts) exceed 5% of the purchase payments made under a Compass 2 contract or 9% of the purchase payments made under a Compass 3 contract.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the variable accounts. Under an administrative services agreement, each variable account partially reimburses MFS the costs incurred to provide these services. Each variable account is charged an annual fixed amount of $10,000 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended December 31, 2009 was equivalent to the following annual effective rate of each variable account’s average daily net assets:

	Capital Appreciation Variable Account		Global Governments Variable Account		Government Securities Variable Account		High Yield Variable Account		Money Market Variable Account		Total Return Variable Account
Percent of average daily net assets	0.0405	%	0.1274	%	0.0417	%	0.0425	%	0.0429	%	0.0409	%

Managers’ and Officers’ Compensation – Each variable account pays compensation to managers in the form of a retainer, attendance fees, and additional compensation to the Board chairperson. Each variable account does not pay compensation directly to officers who are affiliated with the Investment Adviser or the Sponsor all of whom receive remuneration for their services to the variable account from MFS. Certain officers of the variable accounts are officers or directors of MFS, MFD (MFS Distributors, Inc.), and MFSC (MFS Service Center, Inc.).

56

Notes to Financial Statements — continued

Other – These variable accounts and certain other funds managed by MFS (the funds) have entered into services agreements (the Agreements) which provide for payment of fees by the funds to Tarantino LLC and Griffin Compliance LLC in return for the provision of services of an Independent Chief Compliance Officer (ICCO) and Assistant ICCO, respectively, for the funds. The ICCO and Assistant ICCO are officers of the funds and the sole members of Tarantino LLC and Griffin Compliance LLC, respectively. The funds can terminate the Agreements with Tarantino LLC and Griffin Compliance LLC at any time under the terms of the Agreements. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ICCO and Assistant ICCO. For the year ended December 31, 2009, the aggregate fees paid by the fund to Tarantino LLC and Griffin Compliance LLC which are included in miscellaneous expense on the Statement of Operations were as follows:

Capital Appreciation Variable Account	$2,071
Global Governments Variable Account	144
Government Securities Variable Account	1,177
High Yield Variable Account	658
Money Market Variable Account	684
Total Return Variable Account	1,814

Certain variable accounts may invest in a money market fund managed by MFS which seeks a high level of current income consistent with preservation of capital and liquidity. Income earned on this investment is included in dividends from underlying funds on the Statement of Operations. This money market fund does not pay a management fee to MFS.

(5) Portfolio Securities

Purchases and sales of investments, other than U.S. Government securities, purchased option transactions, and short-term obligations, were as follows:

	Purchases		Sales
Capital Appreciation Variable Account	$	53,207,294	$	68,543,789
Global Governments Variable Account		4,505,542		5,544,557
Government Securities Variable		2,384,259		3,395,301
High Yield Variable Account		19,374,566		20,353,190
Total Return Variable Account		26,217,405		45,682,139

Purchases and sales of investments for the Money Market Variable Account, exclusive of securities subject to repurchase agreements, aggregated $2,736,269,179 and $2,740,701,420, respectively.

Purchases and sales of U.S. Government securities, other than purchased option transactions, and short-term obligations, were as follows:

	Purchases	Sales
Global Governments Variable Account	$1,770,502	$1,381,315
Government Securities Variable Account	14,560,745	21,837,102
Total Return Variable Account	14,073,204	6,489,874

57

Notes to Financial Statements — continued

(6) Participant Transactions

The changes in net assets from changes in numbers of outstanding units were as follows:

	Year Ended 12/31/09 (000 Omitted)
	Purchase Payments Received					Transfers Between Variable Accounts and Fixed Accumulation Account					Withdrawals, Surrenders, Annuitizations, and Contract Charges					Net Accumulation Activity					Net Annuitization Activity			Net Increases (Decrease)
	Units		Dollars			Units		Dollars			Units		Dollars			Units		Dollars			Dollars			Dollars
Capital Appreciation Variable Account
Compass 2 Contracts	12		$	446		(41	)	$	(1,617	)	(193	)	$	(8,537	)	(222	)	$	(9,708	)	$	(316	)	$	(10,024	)
Compass 3 Contracts	4			104		(19	)		(517	)	(4	)		(116	)	(19	)		(529	)		(1	)		(530	)
Compass 3 Level 2 Contracts	26			204		(37	)		(357	)	(379	)		(4,623	)	(390	)		(4,776	)		(19	)		(4,795	)
			$	754				$	(2,491	)			$	(13,276	)			$	(15,013	)	$	(336	)	$	(15,349	)
Global Governments Variable Account
Compass 2 Contracts	0	*	$	0	*	3		$	90		(9	)	$	(282	)	(6	)	$	(192	)	$	(3	)	$	(195	)
Compass 3 Contracts	0	*		13		(3	)		(78	)	(1	)		(41	)	(4	)		(106	)		(1	)		(107	)
Compass 3 Level 2 Contracts	1			5		4			73		(37	)		(633	)	(32	)		(555	)		9			(546	)
			$	18				$	85				$	(956	)			$	(853	)	$	5		$	(848	)
Government Securities Variable Account
Compass 2 Contracts	9		$	385		(21	)	$	(926	)	(129	)	$	(5,776	)	(141	)	$	(6,317	)	$	72		$	(6,245	)
Compass 3 Contracts	1			43		(6	)		(198	)	(5	)		(161	)	(10	)		(316	)		—			(316	)
Compass 3 Level 2 Contracts	11			173		35			662		(146	)		(2,662	)	(100	)		(1,827	)		(4	)		(1,831	)
			$	601				$	(462	)			$	(8,599	)			$	(8,460	)	$	68		$	(8,392	)
High Yield Variable Account
Compass 2 Contracts	5		$	139		(30	)	$	(1,030	)	(84	)	$	(2,920	)	(109	)	$	(3,811	)	$	(103	)	$	(3,914	)
Compass 3 Contracts	1			17		(3	)		(76	)	(3	)		(58	)	(5	)		(117	)		(1	)		(118	)
Compass 3 Level 2 Contracts	2			19		(0	)*		32		(67	)		(878	)	(65	)		(827	)		(7	)		(834	)
			$	175				$	(1,074	)			$	(3,856	)			$	(4,755	)	$	(111	)	$	(4,866	)
Money Market Variable Account
Compass 2 Contracts	5		$	86		93		$	2,026		(159	)	$	(3,444	)	(61	)	$	(1,332	)	$	(44	)	$	(1,376	)
Compass 3 Contracts	1			23		(22	)		(389	)	(6	)		(105	)	(27	)		(471	)		(1	)		(472	)
Compass 3 Level 2 Contracts	13			83		23			403		(377	)		(5,034	)	(341	)		(4,548	)		(11	)		(4,559	)
			$	192				$	2,040				$	(8,583	)			$	(6,351	)	$	(56	)	$	(6,407	)
Total Return Variable Account
Compass 2 Contracts	6		$	259		(32	)	$	(1,219	)	(96	)	$	(3,902	)	(122	)	$	(4,862	)	$	(142	)	$	(5,004	)
Compass 3 Contracts	3			87		(20	)		(796	)	(9	)		(347	)	(26	)		(1,056	)		(2	)		(1,058	)
Compass 3 Level 2 Contracts	28			418		(56	)		(834	)	(408	)		(8,064	)	(436	)		(8,480	)		(54	)		(8,534	)
			$	764				$	(2,849	)			$	(12,313	)			$	(14,398	)	$	(198	)	$	(14,596	)

* Amount less than $500.

58

Notes to Financial Statements — continued

	Year Ended 12/31/08 (000 Omitted)
	Purchase Payments Received			Transfers Between Variable Accounts and Fixed Accumulation Account					Withdrawals, Surrenders, Annuitizations, and Contract Charges					Net Accumulation Activity					Net Annuitization Activity			Net Increases (Decrease)
	Units	Dollars		Units		Dollars			Units		Dollars			Units		Dollars			Dollars			Dollars
Capital Appreciation Variable Account
Compass 2 Contracts	19	$	972	(37	)	$	(2,055	)	(201	)	$	(10,970	)	(219	)	$	(12,053	)	$	(215	)	$	(12,268	)
Compass 3 Contracts	10		345	(31	)		(1,157	)	(6	)		(232	)	(27	)		(1,044	)		(0	)*		(1,044	)
Compass 3 Level 2 Contracts	96		1,410	2			87		(434	)		(6,334	)	(336	)		(4,837	)		(29	)		(4,866	)
		$	2,727			$	(3,125	)			$	(17,536	)			$	(17,934	)	$	(244	)	$	(18,178	)
Global Governments Variable Account
Compass 2 Contracts	1	$	22	9		$	298		(4	)	$	(122	)	6		$	198		$	(3	)	$	195
Compass 3 Contracts	1		40	(2	)		(66	)	(3	)		(100	)	(4	)		(126	)		0	*		(126	)
Compass 3 Level 2 Contracts	4		71	4			59		(34	)		(554	)	(26	)		(424	)		(7	)		(431	)
		$	133			$	291				$	(776	)			$	(352	)	$	(10	)	$	(362	)
Government Securities Variable Account
Compass 2 Contracts	10	$	428	34		$	1,431		(162	)	$	(6,763	)	(118	)	$	(4,904	)	$	(293	)	$	(5,197	)
Compass 3 Contracts	3		82	(8	)		(235	)	(3	)		(71	)	(8	)		(224	)		—			(224	)
Compass 3 Level 2 Contracts	16		266	35			581		(109	)		(1,857	)	(58	)		(1,010	)		(4	)		(1,014	)
		$	776			$	1,777				$	(8,691	)			$	(6,138	)	$	(297	)	$	(6,435	)
High Yield Variable Account
Compass 2 Contracts	7	$	276	(8	)	$	(514	)	(96	)	$	(3,512	)	(97	)	$	(3,750	)	$	(128	)	$	(3,878	)
Compass 3 Contracts	4		97	(8	)		(207	)	(3	)		(94	)	(7	)		(204	)		(0	)*		(204	)
Compass 3 Level 2 Contracts	14		199	65			795		(100	)		(1,457	)	(21	)		(463	)		(5	)		(468	)
		$	572			$	74				$	(5,063	)			$	(4,417	)	$	(133	)	$	(4,550	)
Money Market Variable Account
Compass 2 Contracts	5	$	118	49		$	1,073		(149	)	$	(3,238	)	(94	)	$	(2,047	)	$	(43	)	$	(2,090	)
Compass 3 Contracts	8		141	(22	)		(404	)	(4	)		(74	)	(19	)		(337	)		(0	)*		(337	)
Compass 3 Level 2 Contracts	41		547	97			1,299		(336	)		(4,500	)	(198	)		(2,654	)		(24	)		(2,678	)
		$	806			$	1,968				$	(7,812	)			$	(5,038	)	$	(67	)	$	(5,105	)
Total Return Variable Account
Compass 2 Contracts	18	$	868	(49	)	$	(2,225	)	(110	)	$	(5,256	)	(141	)	$	(6,613	)	$	(151	)	$	(6,764	)
Compass 3 Contracts	10		461	(32	)		(1,478	)	(11	)		(531	)	(33	)		(1,548	)		(0	)*		(1,548	)
Compass 3 Level 2 Contracts	76		1,693	(78	)		(1,515	)	(542	)		(12,063	)	(544	)		(11,885	)		(66	)		(11,951	)
		$	3,022			$	(5,218	)			$	(17,850	)			$	(20,046	)	$	(217	)	$	(20,263	)

* Amount less than $500.

(7) Line of Credit

The variable accounts and certain other funds managed by MFS participate in a $1.1 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the higher of the Federal Reserve funds rate or one month LIBOR plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds at the end of each calendar quarter. In addition, the variable accounts and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at a rate equal to the Federal Reserve funds rate plus an agreed upon spread. For the year ended December 31, 2009, the variable accounts’ commitment fee and interest expense are included in miscellaneous expense on the Statement of Operations and were as follows:

	Commitment fee	Interest expense
Capital Appreciation Variable Account	$1,726	$—
Global Governments Variable Account	125	—
Government Securities Variable Account	1,030	—
High Yield Variable Account	544	—
Money Market Variable Account	601	—
Total Return Variable Account	1,532	—

59

Notes to Financial Statements — continued

(8) Transactions in Underlying Funds – Affiliated Issuers

An affiliated issuer may be considered one in which the variable account owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the variable accounts assume the MFS Institutional Money Market Portfolio to be an affiliated issuer. Each of the variable accounts’ transactions in the MFS Institutional Money Market Portfolio for the year ended December 31, 2009 are as follows:

	Underlying Funds – MFS Institutional Money Market Portfolio
	Beginning Share/Par Amount	Acquisitions Share/Par Amount	Dispositions Share/Par Amount		Ending Share/Par Amount
Capital Appreciation Variable Account	—	17,921,877	(16,894,933	)	1,026,944
Global Governments Variable Account	—	3,720,904	(3,276,216	)	444,688
Government Securities Variable Account	—	21,431,966	(18,655,884	)	2,776,082
High Yield Variable Account	—	13,959,862	(12,962,897	)	996,965
Total Return Variable Account	—	22,297,846	(21,642,913	)	654,933
	Underlying Funds – MFS Institutional Money Market Portfolio
	Realized Gain (Loss)	Capital Gain Distributions	Dividend Income		Ending Value
Capital Appreciation Variable Account	$—	$—	$2,986		$1,026,944
Global Governments Variable Account	$—	$—	$1,267		$444,688
Government Securities Variable Account	$—	$—	$3,032		$2,776,082
High Yield Variable Account	$—	$—	$1,789		$996,965
Total Return Variable Account	$—	$—	$2,125		$654,933

60

Report of Independent Registered Public Accounting Firm

To the Participants in and the Board of Managers of Capital Appreciation Variable Account, Global Governments Variable Account, Government Securities Variable Account, High Yield Variable Account, Money Market Variable Account and Total Return Variable Account and the Board of Directors of Sun Life Assurance Company of Canada (U.S.):

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of Capital Appreciation Variable Account, Global Governments Variable Account, Government Securities Variable Account, High Yield Variable Account, Money Market Variable Account and Total Return Variable Account (the “Variable Accounts”) as of December 31, 2009, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Variable Accounts’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Variable Accounts are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Variable Accounts’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2009, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial positions of Capital Appreciation Variable Account, Global Governments Variable Account, Government Securities Variable Account, High Yield Variable Account, Money Market Variable Account and Total Return Variable Account as of December 31, 2009, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

February 16, 2010

61

Compass Variable Accounts

Members of Boards of Managers and Officers — Identification and Background

The Members of the Boards of Managers (“Managers”) and the officers of each Account, as of February 1, 2010, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Manager and officer is 500 Boylston Street, Boston, Massachusetts 02116.

Name, Date of Birth	Position(s) Held with Fund	Manager/Officer Since(h)	Principal Occupation During the Past Five Years and Other Directorships(j)
INTERESTED MANAGERS
David D. Horn(k) (born 6/07/41)	Board Member	April 1986	Private investor; Sun Life Assurance Company of Canada, Senior Vice President and General Manager for the United States (until 1997); Director (until March 2004)
INDEPENDENT MANAGERS
J. Kermit Birchfield (born 1/08/40)	Chairman	May 1997	Consultant; Century Partners, Inc. (investments), Director; Displaytech, Inc. (technology), Chairman; Dessin Fournir LLC (furniture manufacturer), Director (2005 to present); Site Watch LLC (software to monitor oil tanks), Managing Director (2006 to present); Juridica Investments (fund investing in judicial matters), Director (2007 to present), Immuno Science, Inc. (medical research), Independent Director ( 2009 to present), Intermountain Industries, Inc. (oil & gas exploration and production), Director (until February 2009)
Robert C. Bishop (born 1/13/43)	Board Member	May 2001	AutoImmune, Inc. (pharmaceutical product development), Chairman, President and Chief Executive Officer; Caliper Life Sciences Corp. (laboratory analytical instruments), Chairman; Millipore Corporation (purification/filtration products), Director; Waterstreet Capital (leverage buyouts), Advisory Board (August 2006 to present); Optobionics Corporation (ophthalmic devices), Director (until 2007)
Frederick H. Dulles (born 3/12/42)	Board Member	May 2001	Ten State International Law PLLC (law firm), Of Counsel (since 2006); Prudential Carolina Real Estate, (real estate), Broker (since 2006); Free Enterprise Foundation, Inc. (research institute), Director & Secretary (until 2008); Disher, Hamrick & Myers Residential, Inc. (real estate) Broker (2005 until 2006); Frederick H. Dulles law practice (until 2006); Ten State Street LLP (law firm), Member (until 2005)
Marcia A. Kean (born 6/30/48)	Board Member	April 2005	Feinstein Kean Healthcare (consulting), Chief Executive Officer

62

Members of Boards of Managers and Officers — continued

Name, Date of Birth	Position(s) Held with Fund	Manager/Officer Since(h)	Principal Occupation During the Past Five Years and Other Directorships(j)
Ronald G. Steinhart (born 6/15/40)	Board Member	May 2001	Private investor; Penske Automotive Group (automotive retailer), Director; Animal Health International, Inc. (animal health products), Director (since 2007); Texas Industries (concrete/ aggregates/cement), Director (since 2007); Susser Holdings Corporation (retail convenience stores and distributor of wholesale motor fuel), Director (since 2009), Carreker Corporation (technology consulting) Director (until 2005); Prentiss Properties Trust (real estate investment trust), Director (until 2006); Penson Worldwide, Inc. (securities clearance), Director (until 2008)
Haviland Wright (born 7/21/48)	Board Member	May 2001	Profitability of Hawaii (software), Chief Development Officer (since December 2008); Elixir Technologies Corporation (software) Director (since 2005); Nano Loa Inc. (liquid crystal displays), Director
MANAGER EMERITUS
Samuel Adams (born 10/19/25)	Member Emeritus		Retired; K&L Gates LLP (law firm), Of Counsel
OFFICERS
Maria F. Dwyer(n) (born 12/01/58)	President	November 2005	Massachusetts Financial Services Company, Executive Vice President and Chief Regulatory Officer (since March 2004) Chief Compliance Officer (since December 2006); Fidelity Management & Research Company, Vice President (prior to March 2004); Fidelity Group of Funds, President and Treasurer (until March 2004)
Christopher R. Bohane(n) (born 1/18/74)	Assistant Secretary and Assistant Clerk	July 2005	Massachusetts Financial Services Company, Vice President and Senior Counsel
John M. Corcoran(n) (born 4/13/65)	Treasurer	October 2008	Massachusetts Financial Services Company, Senior Vice President (since October 2008); State Street Bank and Trust (financial services provider), Senior Vice President, (until September 2008)
Ethan D. Corey(n) (born 11/21/63)	Assistant Secretary and Assistant Clerk	July 2005	Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel (since 2004); Dechert LLP (law firm), Counsel (prior to December 2004)
David L. DiLorenzo(n) (born 8/10/68)	Assistant Treasurer	July 2005	Massachusetts Financial Services Company, Vice President (since June 2005); JP Morgan Investor Services, Vice President (until June 2005)

63

Members of Boards of Managers and Officers — continued

Name, Date of Birth	Position(s) Held with Fund	Manager/Officer Since(h)	Principal Occupation During the Past Five Years and Other Directorships(j)
Timothy M. Fagan(n) (born 7/10/68)	Assistant Secretary and Assistant Clerk	September 2005	Massachusetts Financial Services Company, Vice President and Senior Counsel (since September 2005); John Hancock Advisers, LLC, Vice President, Senior Attorney and Chief Compliance Officer (until August 2005)
Mark D. Fischer(n) (born 10/27/70)	Assistant Treasurer	July 2005	Massachusetts Financial Services Company, Vice President (since May 2005); JP Morgan Investment Management Company, Vice President (until May 2005)
Robyn L. Griffin (born 7/04/75)	Assistant Independent Chief Compliance Officer	August 2008	Griffin Compliance LLC (provider of compliance services), Principal (since August 2008); State Street Corporation (financial services provider), Mutual Fund Administration Assistant Vice President (October 2006 – July 2008); Liberty Mutual Group (insurance), Personal Market Assistant Controller (April 2006 – October 2006); Deloitte & Touche LLP (professional services firm), Senior Manager (prior to April 2006)
Brian E. Langenfeld(n) (born 3/07/73)	Assistant Secretary and Assistant Clerk	May 2006	Massachusetts Financial Services Company, Vice President and Senior Counsel (since May 2006); John Hancock Advisers, LLC, Assistant Vice President and Counsel (until April 2006)
Ellen Moynihan(n) (born 11/13/57)	Assistant Treasurer	May 1997	Massachusetts Financial Services Company, Senior Vice President
Susan S. Newton(n) (born 3/07/50)	Assistant Secretary and Assistant Clerk	May 2005	Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel (since April 2005); John Hancock Advisers, LLC, Senior Vice President, Secretary and Chief Legal Officer (until April 2005)
Susan A. Pereira(n) (born 11/05/70)	Assistant Secretary and Assistant Clerk	July 2005	Massachusetts Financial Services Company, Vice President and Senior Counsel (since June 2004); Bingham McCutchen LLP (law firm), Associate (until June 2004)
Mark N. Polebaum(n) (born 5/01/52)	Secretary and Clerk	February 2006	Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary (since January 2006); Wilmer Cutler Pickering Hale and Dorr LLP (law firm), Partner (until January 2006)
Frank L. Tarantino (born 3/07/44)	Independent Chief Compliance Officer	September 2004	Tarantino LLC (provider of compliance services), Principal (since June 2004); CRA Business Strategies Group (consulting services), Executive Vice President (until June 2004)

64

Members of Boards of Managers and Officers — continued

Name, Date of Birth	Position(s) Held with Fund	Manager/Officer Since(h)	Principal Occupation During the Past Five Years and Other Directorships(j)
Richard S. Weitzel(n) (born 7/16/70)	Assistant Secretary and Assistant Clerk	October 2007	Massachusetts Financial Services Company, Vice President and Assistant General Counsel (since 2004); Massachusetts Department of Business and Technology, General Counsel (until April 2004)
James O. Yost(n) (born 6/12/60)	Assistant Treasurer	April 1992	Massachusetts Financial Services Company, Senior Vice President

(h) Date first appointed to serve as Manager/Trustee/Officer of an MFS/Sun Life Product. Each Manager has served continuously since appointment.

(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).

(k) “Interested person” of Sun Life of Canada (U.S.), within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the Accounts. The address of Sun Life of Canada (U.S.) is One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481.

(n) “Interested person” of MFS within the meaning of the 1940 Act. The address of MFS is 500 Boylston Street, Boston, Massachusetts 02116.

The Accounts do not hold annual meetings for the purpose of electing Managers, and Managers are not elected for fixed terms. Each Manager and officer holds office until his or her successor is chosen and qualified, or until his or her earlier death, resignation, retirement or removal.

All Managers currently serve as Managers of each Account and have served in that capacity since originally elected or appointed. All of the Managers are also Trustees of the MFS Variable Insurance Trust II. The executive officers of the Compass Variable Accounts hold similar offices for the MFS Variable Insurance Trust II and other funds in the MFS fund complex. Each Manager serves as a Trustee or Manager of 32 Accounts/Portfolios.

The Statement of Additional Information contains further information about the Managers and is available without charge upon request by calling 1-800-752-7215.

65

Board Review of Investment Advisory Agreements

The Investment Company Act of 1940 requires that both the full Board of Managers and a majority of the non-interested (“independent”) Managers, voting separately, annually approve the continuation of each Variable Account’s investment advisory agreement with Massachusetts Financial Services Company (“MFS”) on behalf of the Variable Accounts. The Managers consider matters bearing on the Variable Accounts and their advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Managers met in person in May and again in July 2009 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreements for the Variable Accounts. The independent Managers were assisted in their evaluation of the investment advisory agreements by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS management during various contract review meetings. The independent Managers were also assisted in this process by the Variable Accounts’ Independent Chief Compliance Officer, a full-time senior officer appointed by and reporting to the independent Managers.

In connection with their deliberations, the Managers, including the independent Managers, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. Each investment advisory agreement was considered separately for each Variable Account, although the Managers also took into account the common interests of all Variable Accounts in their review. As described below, the Managers considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreements and other arrangements with the Variable Accounts.

In connection with their contract review meetings, the Managers received and relied upon materials which included, among other items: (i) information provided by Lipper Inc. (“Lipper”) on the investment performance of each Variable Account for various time periods ended December 31, 2008, compared to the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Lipper on each Variable Account’s advisory fees and other expenses compared to the advisory fees and other expenses of comparable funds identified by Lipper (the “Lipper expense group”), (iii) information provided by MFS on the advisory fees of comparable portfolios of its other clients, including institutional separate account and other clients, (iv) information as to whether, and to what extent applicable, expense waivers, reimbursements or fee “breakpoints” are observed for a Variable Account, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Variable Accounts, (vi) MFS’ views regarding the outlook for the mutual fund industry and its strategic business plans, (vii) descriptions of various functions performed by MFS for the Variable Accounts, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Variable Accounts. The comparative performance, fee and expense information prepared and provided by Lipper was not independently verified, and the independent Managers did not independently verify any information provided to them by MFS.

The Managers’ conclusions as to the continuation of the investment advisory agreements were based on comprehensive consideration of all information provided to the Managers and were not the result of any single factor. Some of the factors that figured particularly in the Managers’ deliberations are described below for each Variable Account, while individual Managers may have given different weight to various factors and evaluated the information presented as a whole differently than another Manager. The Managers recognized that the fee arrangements for the Variable Accounts reflect years of review and discussion between the independent Managers and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than others, and that the Managers’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.

Based on information provided by Lipper, the Managers compared each Variable Account’s total return investment performance to the performance of peer groups of funds and its Lipper performance universe over the one-, three- and five-year periods ended December 31, 2008. The Managers did not rely on performance results for more recent periods, including those shown elsewhere in this report.

In the course of their deliberations, the Managers took into account information provided by MFS during contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year. For Variable Accounts whose performance lagged their peer groups, they discussed the factors that contributed thereto and MFS’ efforts to improve such Variable Account’s performance. After reviewing this information, the Managers concluded, within the context of their overall conclusions regarding the investment advisory agreements, that they were satisfied with MFS’ responses and efforts relating to investment performance.

In assessing the reasonableness of each Variable Account’s advisory fee, the Managers considered, among other information, each Variable Account’s advisory fee and the total expense ratio as a percentage of average daily net assets, compared to the advisory fees and total expense ratios of peer groups of funds based on information provided by Lipper. The Managers also considered the advisory fees charged by MFS to institutional accounts. In comparing these fees, the Managers considered the generally broader scope of services provided by MFS to the Variable Accounts than those provided to institutional accounts. The Managers also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Variable Accounts, and the impact on MFS and related expenses due to the more extensive regulatory regime to which the Variable Accounts are subject, compared to institutional accounts.

The Managers also considered whether a Variable Account is likely to benefit from any economies of scale due to future asset growth. In this regard, the Managers reviewed the adequacy of breakpoints and discussed with MFS any adjustments necessary for the shareholders’ benefit.

The Managers also considered information prepared by MFS relating to its costs and profits with respect to each Variable Account and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the Variable Accounts and other accounts and products for purposes of estimating profitability.

66

Board Review of Investment Advisory Agreements — continued

After reviewing these and other factors described below, the Managers concluded that the advisory fees charged to the Variable Accounts represent reasonable compensation in light of the nature and quality of the services being provided by MFS.

In addition, the Managers considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Variable Accounts. The Managers also considered the financial resources of MFS and its parent, Sun Life Financial Inc. The Managers further considered any advantages and possible disadvantages of having an adviser which also serves other investment companies as well as institutional accounts.

The Managers also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Variable Accounts by MFS and its affiliates under agreements and plans other than the investment advisory agreements. The Managers also considered the nature, extent and quality of certain other services MFS performs or arranges on the Variable Accounts’ behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Managers concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Variable Accounts were satisfactory. The Managers also considered the benefits to MFS from the use of the Variable Accounts’ portfolio brokerage commissions to pay for research and other similar services and various other factors. Additionally, the Managers considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Variable Accounts, and determined that any such benefits derived by MFS were reasonable and fair.

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Managers, including a majority of the independent Managers, concluded that the investment advisory agreements should be continued for an additional one-year period, commencing September 1, 2009.

Capital Appreciation Variable Account

The Managers noted the Variable Account’s performance was in the 1st quintile relative to the other funds in the universe for the one-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Variable Account was in the 2nd quintile for the three-year period and the 3rd quintile for the five-year period ended December 31, 2008, relative to the Lipper performance universe. Based on the nature and quality of services provided by MFS, the Board of Managers concluded that the Variable Account’s performance was satisfactory.

In considering the fees, the Managers noted from the Lipper data that the Variable Account’s effective advisory fee and total expense ratio were each approximately at the median of such fees and expenses of funds in the Lipper expense group. In addition, the Managers accepted MFS’ offer to continue its expense limitation for the Variable Account. The Managers further concluded that the existing breakpoint was sufficient to allow the Variable Account to benefit from economies of scale as its assets grow. The Managers concluded that the fees were reasonable in light of the nature and quality of services provided.

Global Governments Variable Account

The Managers noted the Variable Account’s performance was in the 1st quintile relative to the other funds in the universe for the one-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Variable Account was also in the 1st quintile for the three-year period and the 3rd quintile for the five-year period ended December 31, 2008, relative to the Lipper performance universe. Based on the nature and quality of services provided by MFS, the Board of Managers concluded that the Variable Account’s performance was satisfactory.

In considering the fees, the Managers noted from the Lipper data that the Variable Account’s effective advisory fee rate was below the median and total expense ratio was above the median of such fees and expenses of funds in the Lipper expense group. The Managers further concluded that the existing breakpoint was sufficient to allow the Variable Account to benefit from economies of scale as its assets grow. The Managers concluded that the fees were reasonable in light of the nature and quality of services provided.

Government Securities Variable Account

The Managers noted the Variable Account’s performance was in the 1st quintile relative to the other funds in the universe for the one-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Variable Account was also in the 1st quintile for the three-year period and the five-year period ended December 31, 2008, relative to the Lipper performance universe. Based on the nature and quality of services provided by MFS, the Board of Managers concluded that the Variable Account’s performance was satisfactory.

In considering the fees, the Managers noted from the Lipper data that the Variable Account’s effective advisory fee rate and total expense ratio were each above the median of such fees and expenses of funds in the Lipper expense group. The Managers further concluded that the existing breakpoint was sufficient to allow the Variable Account to benefit from economies of scale as its assets grow. The Managers concluded that the fees were reasonable in light of the nature and quality of services provided.

High Yield Variable Account

The Managers noted the Variable Account’s performance was in the 4th quintile relative to the other funds in the universe for the one-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Variable Account

67

Board Review of Investment Advisory Agreements — continued

was also in the 4th quintile for the three-year period and in the 5th quintile for the five-year period ended December 31, 2008, relative to the Lipper performance universe. Based on the nature and quality of services provided by MFS and MFS’ explanation of steps taken to improve performance, the Board of Managers concluded that the Variable Account’s performance was adequate.

In considering the fees, the Managers noted from the Lipper data that the Variable Account’s effective advisory fee rate was approximately at the median and total expense ratio was above the median of such fees and expenses of funds in the Lipper expense group. In addition, the Managers noted that MFS agreed to continue its waiver to reduce its advisory fee, and they accepted MFS’ offer to continue the expense limitation for the Variable Account. The Managers further concluded that the existing breakpoint was sufficient to allow the Variable Account to benefit from economies of scale as its assets grow. The Managers concluded that the fees were reasonable in light of the nature and quality of services provided.

Money Market Variable Account

The Managers noted the Variable Account’s performance was in the 5th quintile relative to the other funds in the universe for the one-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Variable Account was in the 4th quintile for the three-year period and the five-year period ended December 31, 2008, relative to the Lipper performance universe. Based on the nature and quality of services provided by MFS, the Board of Managers concluded that the Variable Account’s performance was adequate.

In considering the fees, the Managers noted from the Lipper data that the Variable Account’s effective advisory fee rate and total expense ratio were each above the median of such fees and expenses of funds in the Lipper expense group. In addition, the Managers noted that MFS agreed to reduce its advisory fee on average daily net assets over $500 million on a permanent basis, requiring shareholder approval for any modification or termination, and they accepted MFS’ offer to continue its expense limitation for the Variable Account. The Managers further concluded that the existing breakpoint was sufficient to allow the Variable Account to benefit from economies of scale as its assets grow. The Managers concluded that the fees were reasonable in light of the nature and quality of services provided.

Total Return Variable Account

The Managers noted the Variable Account’s performance was in the 2nd quintile relative to the other funds in the universe for the one-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Variable Account was also in the 2nd quintile for the three-year period and the five-year period ended December 31, 2008, relative to the Lipper performance universe. Based on the nature and quality of services provided by MFS, the Board of Managers concluded that the Variable Account’s performance was satisfactory.

In considering the fees, the Managers noted from the Lipper data that the Variable Account’s effective advisory fee rate was approximately at the median and total expense ratio was above the median of such fees and expenses of funds in the Lipper expense group. In addition, the Managers accepted MFS’ offer to continue its expense limitation for the Variable Account. The Managers further concluded that the existing breakpoint was sufficient to allow the Variable Account to benefit from economies of scale as its assets grow. The Managers concluded that the fees were reasonable in light of the nature and quality of services provided.

A discussion regarding the Board’s most recent review and renewal of each variable account’s Investment Advisory Agreement with MFS is available by clicking on the variable account’s name under “Compass” in the “Products and Performance” section of the MFS Web site (mfs.com).

68

MFS® Privacy Notice

Privacy is a concern for every investor today. At MFS Investment Management® and the MFS funds, we take this concern very seriously. We want you to understand our policies about the investment products and services that we offer, and how we protect the nonpublic personal information of investors who have a direct relationship with us and our wholly owned subsidiaries.

Throughout our business relationship, you provide us with personal information. We maintain information and records about you, your investments, and the services you use. Examples of the nonpublic personal information we maintain include

• data from investment applications and other forms

• share balances and transactional history with us, our affiliates, or others

• facts from a consumer reporting agency

We do not disclose any nonpublic personal information about our customers or former customers to anyone, except as permitted by law. We may share nonpublic personal information with third parties or certain of our affiliates in connection with servicing your account or processing your transactions. We may share information with companies or financial institutions that perform marketing services on our behalf or with other financial institutions with which we have joint marketing arrangements, subject to any legal requirements.

Authorization to access your nonpublic personal information is limited to appropriate personnel who provide products, services, or information to you. We maintain physical, electronic, and procedural safeguards to help protect the personal information we collect about you.

If you have any questions about the MFS privacy policy, please call 1-800-225-2606 any business day.

Note: If you own MFS products or receive MFS services in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.

69

Investment Adviser

Massachusetts Financial Services Company

500 Boylston Street, Boston, MA 02116-3741

Custodian and Dividend Disbursing Agent

State Street Bank and Trust

1 Lincoln Street, Boston, MA 02111-2900

Proxy Voting Policies and Information

A general description of the variable accounts’ proxy voting policies and procedures is available without charge, upon request, by calling 1-800-225-2606, by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s website at http://www.sec.gov.

Information regarding how the accounts voted proxies relating to portfolio securities during the most recent twelve month period ended June 30 is available without charge by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s website at http://www.sec.gov.

Quarterly Portfolio Disclosure

The accounts will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. The accounts’ Form N-Q may be reviewed and copied at the:

Public Reference Room

Securities and Exchange Commission

Washington, D.C. 20549 0102

Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. The accounts’ Form N-Q is available on the EDGAR database on the Commission’s Internet website at http://www.sec.gov, and copies of this information may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfor@sec.gov or by writing the Public Reference Section at the above address.

Further Information

From time to time, MFS may post important information about a variable account or the MFS funds on the MFS web site (mfs.com). This information is available by visiting the “News & Commentary” section of mfs.com or by clicking on the variable account’s name under “Compass” in the “Products and Performance” section of mfs.com.

cous-ann-2/10

Sun Life Financial Distributors Inc.

ITEM 2. CODE OF ETHICS.

The Registrant has adopted a Code of Ethics pursuant to Section 406 of the Sarbanes-Oxley Act and as defined in Form N-CSR that applies to the Registrant’s principal executive officer and principal financial and accounting officer. The Registrant has amended its Code of Ethics to reflect that the Registrant’s Principal Financial Officer and Principal Executive Officer have changed.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Messrs. J. Kermit Birchfield, Robert C. Bishop, and Haviland Wright, members of the Audit Committee, have been determined by the Board of Managers in their reasonable business judgment to meet the definition of “audit committee financial expert” as such term is defined in Form N-CSR. In addition, Messrs. J. Kermit Birchfield, Robert C. Bishop, and Haviland Wright are “independent” members of the Audit Committee as defined in Form N-CSR.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Items 4(a) through 4(d) and 4(g):

The Board of Managers has appointed Deloitte & Touche LLP (“Deloitte”) to serve as independent accountants to the Registrant (hereinafter, the “Registrant” or the “Fund”). The tables below set forth the audit fees billed to the Fund as well as fees for non-audit services provided to the Fund and/or to the Fund’s investment adviser, Massachusetts Financial Services Company (“MFS”), and to various entities either controlling, controlled by, or under common control with MFS that provide ongoing services to the Fund (“MFS Related Entities”).

For the fiscal years ended December 31, 2009 and 2008, audit fees billed to the Fund by Deloitte were as follows:

	Audit Fees
	2009	2008
Fees billed by Deloitte:
Total Return Variable Account	49,192	49,192

For the fiscal years ended December 31, 2009 and 2008, fees billed by Deloitte for audit-related, tax and other services provided to the Fund and for audit-related, tax and other services provided to MFS and MFS Related Entities were as follows:

	Audit-Related Fees1		Tax Fees2		All Other Fees3
	2009	2008	2009	2008	2009	2008
Fees billed by Deloitte:
To Total Return Variable Account	0	0	0	0	1,166	1,115
To MFS and MFS Related Entities of Total Return Variable Account*	1,061,841	1,256,504	0	0	59,174	223,140
	2009	2008
Aggregate fees for non-audit services:
To Total Return Variable Account, MFS and MFS Related Entities#	1,361,346	1,751,659

* This amount reflects the fees billed to MFS and MFS Related Entities for non-audit services relating directly to the operations and financial reporting of the Fund (portions of which services also related to the operations and financial reporting of other funds within the MFS Funds complex).

# This amount reflects the aggregate fees billed by Deloitte for non-audit services rendered to the Fund and for non-audit services rendered to MFS and the MFS Related Entities.

¹ The fees included under “Audit-Related Fees” are fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews.

² The fees included under “Tax Fees” are fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews and tax distribution and analysis.

³ The fees included under “All Other Fees” are fees for products and services provided by Deloitte other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees,” including fees for services related to analysis of certain portfolio holdings, review of internal controls and review of Rule 38a-1 compliance program.

Item 4(e)(1):

Set forth below are the policies and procedures established by the Audit Committee of the Board of Managers relating to the pre-approval of audit and non-audit related services:

To the extent required by applicable law, pre-approval by the Audit Committee of the Board is needed for all audit and permissible non-audit services rendered to the Funds and all permissible non-audit services rendered to MFS or MFS Related Entities if the services relate directly to the operations and financial reporting of the Registrant. Pre-approval is currently on an engagement-by-engagement basis. In the event pre-approval of such services is necessary between regular meetings of the Audit Committee and it is not

practical to wait to seek pre-approval at the next regular meeting of the Audit Committee, pre-approval of such services may be referred to the Chair of the Audit Committee for approval; provided that the Chair may not pre-approve any individual engagement for such services exceeding $50,000 or multiple engagements for such services in the aggregate exceeding $100,000 in each period between regular meetings of the Audit Committee. Any engagement pre-approved by the Chair between regular meetings of the Audit Committee shall be presented for ratification by the entire Audit Committee at its next regularly scheduled meeting.

Item 4(e)(2):

None, or 0%, of the services relating to the Audit-Related Fees, Tax Fees and All Other Fees paid by the Fund and MFS and MFS Related Entities relating directly to the operations and financial reporting of the Registrant disclosed above were approved by the audit committee pursuant to paragraphs (c)(7)(i)(C) of Rule 2-01 of Regulation S-X (which permits audit committee approval after the start of the engagement with respect to services other than audit, review or attest services, if certain conditions are satisfied).

Item 4(f): Not applicable.

Item 4(h): The Registrant’s Audit Committee has considered whether the provision by a Registrant’s independent registered public accounting firm of non-audit services to MFS and MFS Related Entities that were not pre-approved by the Committee (because such services did not relate directly to the operations and financial reporting of the Registrant) was compatible with maintaining the independence of the independent registered public accounting firm as the Registrant’s principal auditors.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the Registrant.

ITEM 6. SCHEDULE OF INVESTMENTS

None. The Registrant did not have any investments as of period end.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the Registrant.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no material changes to the procedures by which shareholders may send recommendations to the Board for nominees to the Registrant’s Board since the Registrant last provided disclosure as to such procedures in response to the requirements of Item 407 (c)(iv) of Regulation S-K or this Item.

ITEM 11. CONTROLS AND PROCEDURES.

(a) Based upon their evaluation of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as conducted within 90 days of the filing date of this Form N-CSR, the registrant’s principal financial officer and principal executive officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

(b) There were no changes in the registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter covered by the report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 12. EXHIBITS.

(a) File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated.

(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Code of Ethics attached hereto.

(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2 under the Act (17 CFR 270.30a-2): Attached hereto.

(b) If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for the purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference: Attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) TOTAL RETURN VARIABLE ACCOUNT

By (Signature and Title)*	MARIA F. DWYER
	Maria F. Dwyer, President

Date: February 16, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*	MARIA F. DWYER
	Maria F. Dwyer, President (Principal Executive Officer)

Date: February 16, 2010

By (Signature and Title)*	JOHN M. CORCORAN
	John M. Corcoran, Treasurer (Principal Financial Officer and Accounting Officer)

Date: February 16, 2010

* Print name and title of each signing officer under his or her signature.